Doctor Whooves Episode 22: Black Sun
by The 1597 Faceless Writer
Summary: Twilight's clone, Thalia, has been born. A converted, human Celestia has been ordered to obtain the Elements of Harmony and destroy anything in her way. An army of wretched creatures has appeared within the Everfree Forest. The Doctor seeks to unravel the mysteries of Discord Whooves's past. Secrets will be revealed, breaking points will be tested, and the impossible will begin.
1. Prologue: The Guilty Below

Doctor Whooves: Episode 22

Black Sun

Prologue: The Guilty Below

_**Crystal Caverns, Beneath Canterlot, Equestria, Gaia, Winter, 1002 C.E.**_

The Doctor let out a loud yell and punched the metal cage surrounding the control console of what had once been Discord Whooves's TARDIS. "_How_ could he do this?!" he shouted before punching the cage again. "_HOW_?!"

"Doctor, please," said Matilda calmly. "Calm down."

"Calm down? _Calm down_?! How can you expect me to do that now?!" He wiped the sweat from his brow and took a few deep breaths. "I know he's already done plenty of horrible things and God knows what else he's done that nobody else knows about. But...this was his TARDIS. This was _the_ TARDIS! Throughout all my life, ever since I began running, the TARDIS has been there. I've seen many friends come and go. Sometimes they return but they always leave in the end. But, no matter what, the TARDIS was always there." The Doctor stepped back from the cage and looked at the trapped console. "I had no problem believing it when the Master did this to my TARDIS way back when. But...for _me_ to do it. For _any_ version of me to be so broken away from what makes them the Doctor that they could commit such an atrocity to their TARDIS...it's unthinkable." He leaned back against the railing and rubbed his forehead. "Why, Discord Whooves? What could have possibly driven you to this point?"

Donna prepared to approach the Doctor but he simply gave a sad look in her direction and retreated to a far side of the console room. Donna tried to follow but Matilda grabbed one of her hands. "Let him go. I think he needs a bit of time to himself."

Donna sighed and looked up at the paradox machine before her. "Looks like that Annabelle doll was right," she said. "The Doctor sure as hell didn't like what he found."

"I hate it when the creepy doll is right," sighed Matilda.

Donna raised an eyebrow as she glanced back at Matilda. "You say it like you've had experience with this before."

Matilda chuckled. "You would not _believe_ how many creepy dolls are out there in just this universe by itself."

Donna shrugged her shoulders in defeat. "I don't doubt it. I've seen living darkness, robotic gorillas, and talking ponies with tattoos on their rumps. Sometimes I feel the multiverse is going to stop surprising me one day."

"Believe me, that won't be happening anytime soon."

Donna looked back to see that Clockwork was silently looking over Colgate, who was asleep near the console. She gave a small smile at the pair before looking across the room to see the Doctor leaning against a wall. He appeared to be deep in thought. Occasionally, his face would twitch in a way that almost signalled the beginning of another rant; but no such thing would occur. She then looked back at the paradox machine. "So...what exactly does a paradox machine do?" she asked Matilda.

"It's actually very simple," Matilda replied. "Have you ever heard of the grandfather paradox?"

"Sounds familiar."

"It's basically a theory that states it should be impossible for someone to go back in time and kill their grandfather prior to the grandfather meeting the time traveler's grandmother. At first, you would think this would simply erase the traveler from existence. But, if that's the case, then who went back in time to kill the grandfather in the first place?"

"...Yeah. I see how that could be a problem."

"Normally, such a paradox would be impossible to bring about. A paradox machine, however, _makes _it possible. It causes the logic and rules of the paradox to be brushed aside. Thus, it's now possible for the traveler to go back in time and kill his grandfather without being erased from existence." Matilda glared at the paradox machine. "Of course, this isn't Discord Whooves's reason for doing this. As the Doctor said earlier, he's gone through many paradoxes and fixed points throughout his travels in this universe. Thus, it should technically be impossible for Discord Whooves to, let's say, destroy all of Equestria and kill everypony as that would prevent said paradoxes and events from occurring. But, with a paradox machine-"

"He can do whatever the hell he wants."

"Pretty much."

Donna glanced back at the Doctor. "I agree with the Doctor. I would really like to know what led Discord Whooves to do all this."

Matilda nodded and sighed in agreement. "The Cybermen, the rifts, and now a paradox machine. This version of the Doctor has definitely fallen pretty far."

"You have _no_ idea," spoke a booming voice.

Donna and Matilda jolted with shock. Clockwork jumped up with surprise. The Doctor pushed away from the wall and ran up to the paradox machine. "Who said that?!" he asked. "Who's there?!"

"Why don't you try to guess? I know you'll be able to figure it out."

"This is no time for games, whoever you are!"

"True. So you better hurry up."

"We don't have time for this!" snapped Clockwork.

"Wait a second!" gasped Donna. "Oi! Voice! You've spoken to me before, haven't you?!"

"Have I, Donna Noble?" asked the voice teasingly.

Donna's eyes widened. "Yeah! Yeah, you bloody have!" Donna made eye contact with the Doctor. "_The weakness lies in the place of truth, past, and punishment_!" She looked up again. "Sound familiar?"

"Ah! You remembered my message! How-" Several loud, weak coughs echoed throughout the room. "C...charming!"

"Ah!" Donna shrieked and grabbed her head. She pointed at the Doctor. "I'm not finished yet! I know _exactly_ who you are!"

"You do?" asked Matilda.

"_You do_?" asked the Doctor.

"Yes!" Donna exclaimed with a look of triumph on her face. "It all makes sense! _The weakness lies in the place of _truth, _past, and punishment_! _The _Truth_ lies with _the guilty below!"

The Doctor's face lit up. "Donna Noble, are you-"

"Oi! Shut up, space man! I'm on a roll here!" The Doctor raised his forehooves in surrender, stepped back, and smirked with amusement. "_This_ is the place of _truth, past, and punishment_!" She then pointed up at the ceiling. "And you, whoever the hell you are, are _the guilty below_!" She exhaled loudly and shook her hands with excitement. "This would be the perfect moment for a mic drop, don't you think?"

"Eh...maybe," the Doctor replied.

"That's some fine deduction there, DoctorDonna," chuckled the voice.

"What?" asked the Doctor and Donna together.

"Yes, I suppose I am _the guilty below_. But you still haven't guessed _exactly_ who I am."

"Well...who are you then?" Donna asked.

"Two of you should know."

"Two of us?" asked a confused Clockwork.

Silence fell amongst the group. "Really?" asked the voice with a sigh. "You two can't remember my voice? Was the version of me you met _that_ forgettable?"

Silence returned again. Then, suddenly, the Doctor's and Matilda's eyes widened as they made full eye contact. "_No_," said the Doctor.

"There's no way!" exclaimed Matilda.

"Can it be?!"

"Is it?!"

"I suppose it is!"

"But how?!"

"I don't know!"

"Well why _don't_ you?!"

"Because I don't! What's _your_ excuse, Ms. _I'm From Your Future_?!"

"So are you two going to tell us what you know or just keep on arguing?" Donna deadpanned.

The Doctor and Matilda shrugged their shoulders and looked up towards the ceiling. "We know who you are," said Matilda.

"Even though you being here makes _absolutely_ no sense," the Doctor added.

"But doesn't that make the answer all the more special?" asked the voice. A loud laugh echoed about the room as a large, red hologram appeared above the group. Donna and Clockwork jumped a bit in response to what they saw while the Doctor and Matilda looked on with stern curiosity. The creature depicted in the hologram appeared to be made out of several random body parts from different animals. "It's a pleasure to finally meet you, _Doctor_ and _Matilda_."

The Doctor and Matilda shared a concerned stare before looking back up at the holographic draconequus. "Hello, Discord," they said simultaneously.


	2. Blueberries

Chapter 1: Blueberries

_**Canterlot Castle, Canterlot, Equestria, Gaia, Winter, 1002 C.E.**_

Twi's ears were ringing. That's all she could hear clearly: a constant, annoying ring. Every other sound around her was dulled to the point of sounding like their sources were on the other side of the city. Dust flew about the air and several projectiles ranging from gun blasts to magic spells raced past her head.

The converted Celestia, now known as Black Sun, unloaded a sea of magical blasts and ammo down upon everyone and everypony in the room. Celestia the alicorn cast a huge protective shield between them and Black Sun but it was obvious that it wouldn't hold the attacker back for very long. "We can't let her get to the Elements!" the Princess stated.

"We're only going to be able to hold her back for so long," said Twi. She and Celestia faced each other. "Princess, the Elements can't stay where they are. Eventually, _Black Sun_ is going to get through all of us and anything else that stands in her way."

Celestia sighed and nodded. "You're right. We must get the Elements away from here and get them somewhere safe."

"But where?!" asked Luna the alicorn. "What place could be safer than here?"

Celestia thought for a moment. "I know a place," she eventually responded. "The TARDIS. The Doctor's TARDIS. Right now, there's no safer place in Equestria."

"But the TARDIS is inaccessible right now, Sister! Remember? The Doctor said that he put it a second out of sync or something like that."

"Then we need to fetch the Doctor from the Crystal Caverns."

"Leave that to us," said Twi as nodded her head at Flash and Shining Armor.

"Be careful," said Celestia. "It's a maze down there."

"We'll find him, Princess." Everyone jumped as Black Sun punched the shield, causing it to crack. "And we'll be quick about it too."

"Sister," said Luna the alicorn. "Go protect the Elements until the Doctor returns. I will hold off Black Sun for as long as I can."

"Correction," said Luna the human, who had been standing silently off to the side for quite some time. "_We_ will hold her off." Celestia and Alicorn Luna shared a nervous glance. "I also have help on the way. _Black Sun_ isn't going to get anywhere near your Elements of Harmony." Both Lunas looked ahead and prepared themselves for the continued fight with Black Sun.

Celestia looked at Twi for one last time. "Again, be careful," she said.

"You too, Princess," Twi said back. Celestia gave a small smile before spreading her wings and flying off in the direction of the Elements. Meanwhile, Twi, Flash, and Shining Armor dashed for the entrance to the Crystal Caverns.

Luna the human let a single tear fall as she readied her weapons. She lunged into action as soon as the shield was broken.

_**Zecora's Hut, Everfree Forest, Equestria, Gaia, Winter, 1002 C.E.**_

Oswin awoke to a pain in her side and the sounds of frightening cries and howls reverberating around her. Upon sitting up, she saw that she was on a cot within a dimly lit room. Through the darkened light, she could make out the unconscious figures of Monty and Francis lying on two separate cots.

"Keep it up, Trixie!" cheered the voice of Julianna from below.

Oswin clasped her forehead as she stood up and limped her way towards the nearby stairwell. She grabbed the wall to keep herself balanced while she cautiously walked down the steps. Each step she took felt like it was draining a little spark of energy from her. She knew that she probably needed more rest but she had to know where she was and what was happening first.

Trixie breathed deeply as she focused on the task at hand. She could feel sparks bouncing all across her body and her horn was tingling something fierce. Julianna's encouragement was slightly helpful but she knew the just simple cheers wouldn't be enough to keep her focused for that much longer. She breathed slowly and tried to clear her mind as much as possible. All she wanted to do was focus on the task at hand: keeping whatever was outside from getting inside.

"It is working! You are driving them back!" said Zecora with a smile. "Make sure your focus does not crack!"

_Already making sure of that, thank you very much_, thought Trixie as she continued to focus on keeping the magical shield around Zecora's hut stable. She could feel the creatures outside smashing and pounding the exterior of her shield. She cringed with every blow and shook with every crack. She wouldn't be able to hold them back for long, whatever they were. They needed to find some way out of there. Some way to safety.

"What...what's happening?" groaned a tired voice. Trixie glanced back to see a weary Oswin leaning against the side of the threshold to the upper level of the hut.

"Oswin!" gasped Julianna as she raced to the human's aid. Oswin stumbled forward and knelt down on the floor. It was obvious that she was still getting over her injuries from the crash. "Are my dad and brother awake yet?"

Oswin shook her head. "No. Just me. What's going on? What are all those noises?"

"Creatures from the dark, I fear," replied Zecora. "We most certainly don't want them in here."

"Well it won't be long before that happens," groaned Trixie. "I'm not sure I can hold them back that much longer."

"There's got to be some way out of here!" said Julianna as she turned to Zecora. "Do you have some sort of secret passageway or something?"

Zecora shook her head. "I never had any need of that, you see," Zecora said. "I'm afraid there's no way out of this tree."

"Aw _come on_!" Julianna turned her attention to Trixie. "Why can't you just teleport us out of here?!"

"I'm not skilled enough to perform teleportation spells yet!" Trixie replied with a look of shame on her face. "Though I wish I were."

Zecora's face suddenly lit up. "I just remembered a special brew! It may indeed aid you with what you wish to do!" The zebra raced over to one of her cabinets and began searching through an array of bottled liquids and ingredients. The light on Trixie's horn was starting to flicker. With each flicker of the horn, the sounds outside seemed to grow louder and more aggressive. Suddenly, Zecora emerged from her cabinet with a vial of purple liquid in her hooves. She raced over to Trixie and presented the vial to her. "Drink this, unicorn, and focus still. It should help you enhance your skill." Without hesitation, Trixie opened her mouth and allowed Zecora to feed her the unknown solution.

As soon as the final drop of liquid slid across Trixie's tongue, a powerful blast of energy surged through her body. Every part of her body grew incredibly hot and her eyes emanated a harsh, blue light. Powerful waves of energy emanated from her horn and coursed through the air. Zecora, Julianna, and Oswin were taken by surprise as the waves of magical energy hit them and threw them across the floor of the hut. The howls and roars outside turned to cries of terror as the entire hut started to vibrate.

"TRIXIE!" Julianna cried as she and Oswin held onto each other.

Trixie could feel tears rolling down her face as she tried her best to focus on the task at hoof without allowing the energy inside her body to take control. She thought about safety: saving herself and those around her. She thought of past regrets, remorse, familiar faces. She knew where she wanted to be right now. She knew who she needed to see. A loud scream echoed from deep inside her as a blast of magic erupted from her horn and engulfed the entirety of Zecora's hut.

Oswin put a hand in front of her face as Trixie became a glowing ball of energy. The cries of the creatures outside seemed to fade away and be replaced by that of the roar of a passing train. The hut started to spin...or were just those inside the hut spinning? Oswin was unsure of what was happening. She felt as if a powerful, yet loving, hand had wrapping itself around her entire body and was now taking her somewhere else. The light soon became so bright that she was forced to close her eyes. Eventually, she stopped resisting and allowed the raw magic to overtake her senses. Everything faded away into a long, angry roar.

_**Ponyville Hospital, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Daring Do was angry. All she could think about was being taken down so easily while her allies had been stolen away with next to no resistance. Where were they now and were they even alive? What had that sadistic human Pinkie Pie done to them by this point? Daring didn't have any answers and it absolutely infuriated her as much as it did worry her. She was stuck in a state of painful limbo now, held at the mercy of a vicious knife wound. Concerned, professional voices echoed around her but she wasn't able to understand what they were saying.

Then, without warning, the talking stopped and was replaced with gasps. A muffled _boom_ met Daring's eardrums. She could feel vibrations reverberate through both her body and the air around her. A spark of strength seemed to follow the vibrations as she almost instantaneously sat up and opened her eyes.

Though her vision was mostly blurry, she was able to determine where she was: in a hospital room. The sharp scent of sanitizer attacked her nostrils like snakes and a cocoon of bandages surrounded her torso. In the mostly white room, she was quickly able to notice the bright blue light shining through the nearby window.

"Well then," she groaned. "What do we have here?" She was able to give a curious grin before losing her ounce of strength and falling back down onto the hospital bed.

_**Discord Laboratory, Beneath Rainbow Falls, Equestria, Gaia, Winter, 1002 C.E.**_

Thalia could smell blueberries. Did she like blueberries? Did her original like blueberries? Should she like blueberries? Did she even _want_ blueberries?

"Hey! Wanna muffin?" asked a cheery voice. Thalia opened her eyes. She was lying on a bed in an overly pink bedroom. She couldn't remember how long she had been there. How long had she been asleep? Had she even fallen asleep in the first place? She looked to her left to see the odd creature with pink hair staring her down. A plate of blueberry muffins was clutched in her hands. "Try one! They're _really_ good! They could have used a couple ounces of pegasus, if you ask me, but Mr. Whooves thinks you're better off staying away from cannibalism right now." The young woman placed the tray on a table standing next to the bed. Thalia slowly sat up, reached for the tray, and grabbed one of the muffins. Once in her hoof, she examined the edible object carefully. Everything about it fascinated her. Its warm, soft exterior. Its wonderful aroma. Its nonverbal calling of it to be consumed. "Are you going to eat it or stare at it? It's fine either way. I stare at my food sometimes too. Mostly before it's been killed but to each their own."

Thalia glanced at her strange visitor. A part of her brain was repulsed by the words she was hearing. Talk of cannibalism and killing. These were bad things, Thalia was sure. Or, at the very least, a _part_ of her was sure of this. She turned away from the woman with pink hair and focused on the muffin once again. She could decide whether or not she despised the woman later. Right now, she had something to eat.

She brought the muffin to her mouth and bit down. Instantly, she was met with waves of pleasure emanating from her tongue. The taste was amazing. Now all she could think about was the taste of the blueberry muffin. Who was she repulsed by? She couldn't remember. All she could focus on was the wondrous item being broken down within her mouth.

A shrill, annoying laugh broke her concentration. She turned to see the strange woman laughing at her. The muffin was no longer in her mouth now. It had passed on to the next stage of digestion, leaving remnants of its taste clinging to parts of Thalia's mouth. Her glorious distraction was gone. She had to focus on the woman again. This was something she wasn't particularly looking forward to.

"You looked so funny when you ate that!" giggled the woman.

Thalia blushed and slid away from the woman. "I...I wasn't trying to be funny," she said softly.

"Oh! You're talking now! Mr. Whooves is going to love this! I better go get him!" The woman turned around and skipped out of the room.

Thalia wasn't keen on waiting for the woman to return. She cautiously got up from the bed and made her way across the room to the door the woman had passed through. Thalia sighed with relief as she pushed the surprisingly unlocked door open. Instantly, she was met with a foul scent. It was familiar. She remembered smelling it when she had woken up for the very first time.

Beyond the door was a long hallway with metallic floors and brick walls. Everything was grim and gray and dim lights on the walls cast horrible shadows. At first, Thalia was nervous; but she hastily took a deep breath and calmed down. With caution, she chose to turn left and proceeded down the hallway.

It wasn't long until she reached the first hallway intersection. The hallway she was in ended in what appeared to be the middle of another hallway. Her ears twitched as she heard the sound of muffled voices echoing through the air. She was relieved that none of them sounded to be coming from the weird woman who had brought her muffins. She wanted to talk to somepony. Anypony. Well, anypony aside from the weird woman. She was still pretty unsure about her.

Thalia turned right and followed the voices to a pair of metal doors located a little ways down from the intersection. She pressed her ears against the doors and listened.

"They've been gone for a while now," said one female voice.

The sounds of moving chains and stretching leather could be heard. "Rainbow Dash, don't tire yourself out. I don't think pulling and struggling is going to get us out of here," sighed another female voice.

"There's got to be a way out of here!" snapped a voice presumably coming from the one known as Rainbow Dash. "I'm not going to just wait around and see what they're going to do to us!"

Thalia noticed the sound of flames being blown. "Any luck, Spike?" asked another female voice.

"No," replied the one known as Spike. "He must have made this cage fireproof or something."

A deep sigh could be heard. "Considering what he's already done with me, I think I have an idea of what he has in mind," said an incredibly familiar voice.

"You mean...he's going to make clones out of the rest of us?" asked a shy voice.

"I wouldn't doubt it."

"But I don't understand," said the elegant one. "Why make clones of us?"

Thalia didn't notice that the doors were slowly opening inwards. She let out a gasp as the doors flew open and she fell forward onto the floor. She rubbed her muzzle and looked up to see a circular room occupied by a group of mares chained to slanted medical tables. She could also see a cage holding a pegasus mare and a little dragon. A sharp pain rushed through her head as her eyes fell on all of them. She knew that she knew who they were and yet she couldn't recall a single thing about them.

"What are _you_ doing here?!" snapped the cyan pegasus who Thalia identified as Rainbow Dash. "Well?!"

Thalia jumped up and nervously shuffled her forelegs. She looked to see that everypony in the room was glaring at her. All except one: Twilight Sparkle.

"Twilight...Sparkle," she said as her gaze fell upon the lavender unicorn, who was staring at her not with hatred but with fear and uncertainty. "Why...are you looking at me like that?"

"Because you're a meanie, that's why!" snapped the pink mare.

Thalia gave a confused look. "A...meanie? Have I done something bad?"

"You bet your rump you have!" Rainbow Dash snarled.

"I'm...sorry. I don't remember what I have done."

"It's not what you've _done_," sighed Twilight.

Thalia cocked her head. "Well...what have all of _you_ done?" she asked.

"Pardon?" asked the orange mare with a raised eyebrow.

"You must have done something bad to end up in a room like this."

"I do believe you've got things mixed around," stated the white mare.

"Mixed...around?" Thalia asked.

"Ah! There you are, Thalia!" laughed a voice from behind. Thalia turned around and smiled. Standing before her was the stallion who had named her. The stallion who had been there when she woke up. The stallion who...looked rather dashing. "Pinkie was telling me that you've started talking! Is that true?"

"Uh...yes. It appears...so," Thalia replied with a blush.

"Excellent! You're developing quite nicely, my little mare!"

"Thank you. Mr. Whooves, is it?"

"You can call me that. Or you can call me Discord Whooves or Mister or even Discord. But _never_ call me _Dr._ Whooves."

"Why not, Mr. Whooves?"

"Because I'm not a _Doctor_. I am so much more."

"That's debatable," snarled Twilight.

"Believe whatever you want to believe, Twilight Sparkle," chuckled Mr. Whooves. "But the truth of the matter is that I will be victorious." The gray stallion entered the room and approached Twilight. "Who do you see before you now, hmm? Certainly not your Doctor. No. You see me: Discord Whooves. Your Doctor is out there somewhere running about. He's probably forgotten you by this point."

"That's a lie, Discord Whooves. If there's _anything_ I know about the Doctor, it's that he never forgets his friends."

"Is that so? Believe me, Ms. Sparkle. There have been _plenty_ of others before you. Others who have left him. Others whom he has left. Others who have been lost. I'm sure you already know this. It appears you already know Donna Noble." Twilight remained silent. Thalia continued to watch Mr. Whooves with awe. "But there's been many, _many_ more." His eyes twitched slightly as he leaned in closer to Twilight. "Susan, Barbara, Ian, Jamie, Zoe, Jo, Sarah Jane, Adric, Tegan, Peri, Ace, Rose, Martha, Donna, AMY!"

Both Thalia and Twilight jumped a bit. "So who's Amy?" asked Rainbow Dash with a snide look. "I don't recall our Doctor mentioning her but she seems to be special to _you_."

"Who's Amy, you ask?" Mr. Whooves slowly turned and walked over to Rainbow Dash; and, in the blink of an eye, he raised a hoof and slapped her across the face.

"HEY!" snarled the orange mare. "DON'T YOU DARE TOUCH HER!"

Mr. Whooves laughed as he slapped Rainbow Dash again. He then raced over to orange mare and laughed in her face. "I'll touch her as much as I please, Applejack! As long as you're in here, you're my property!" He then stroked Applejack's face with his hoof before calmly turning back to Rainbow Dash, who was glaring at him with daggers in her eyes. "To answer your question, Rainbow Dash, Amy was a girl who waited for a madman. In the end...it wasn't worth it." He fell silent for a few seconds before turning to Thalia with a wide grin. "Come along, beautiful. We've got work to do."

Thalia blushed again as Mr. Whooves wrapped a foreleg around her and began leading her out of the room. Before the doors closed behind her, Thalia looked back and shared one last stare with Twilight Sparkle: her original. She looked into the other lavender mare's eyes and saw many things: sadness, fear, pain, anger. But there was one thing she saw that appeared to overtake everything else within her original. Something so powerful it seemed to make Twilight's eyes sparkle: hope.

The doors slammed shut and Thalia looked up at Mr. Whooves as he led her down the hallway. "Before we get to work," he said. "Would you like anything, my dear?"

Thalia giggled. Despite the stallion's insane and extreme nature, there was something about him that drove Thalia wild. Her cheeks turned bright red once again as she looked up at the stallion and nodded. "Blueberry muffins would be nice."

Mr. Whooves chuckled and pulled Thalia in closer. "Blueberry muffins it is."


	3. Into Darkness

Author's Note: Alternate chapter title - _I'M NOT DEAD_! But, in all seriousness, sorry for the LOOOOOOOOOOOONG wait for this chapter (thanks, school...and procrastination). I'm back and, hopefully, the wait for the next chapter won't be _nearly_ as long.

* * *

Chapter 2: Into Darkness

_**Canterlot Castle, Canterlot, Equestria, Gaia, Winter, 1002 C.E.**_

The human counterparts of Spike, Rarity, and Fluttershy stared through the window and out upon the battle that was reaching across all sides of the city of Canterlot. Spike was shaking a bit but he calmed down once he felt a gentle hand touch his shoulder.

"Spike? Are you okay?" asked Rarity in a soothing tone.

Spike sighed and shook his head. "No. It's just like what happened a year ago," he replied.

"It _does_ look exactly like what happened in our Canterlot," Fluttershy commented.

"Things are different now. We have more people and ponies fighting alongside us," said Rarity. "We're prepared now."

"But how are we any closer to defeating Discord Whooves?" Spike asked. "Sure, we have more soldiers. Sure, we're a bit more prepared for this. But we still have the same weapons and magic. The Cybermen are still strong. We don't have anything that increases our chances of stopping Discord Whooves."

"We have the Doctor," Fluttershy suggested. "And from all we heard about him from Colgate and Clockwork, it sounds like he's more than capable of helping us win the war."

Spike crossed his arms and pouted. "I don't know," he said.

Just then, the sound of quick footsteps caught the trio's attention. They turned back towards the hallway just in time to see Twilight, Flash, and the Cyberman that was Shining Armor run past.

"Well now," said Rarity as she approached the doorway leading to the hallway. She peered out to see the other trio dashing down the hallway. "I thought they were helping the other Twilight with her family."

"I wonder where they're going off to in such a rush," said Fluttershy.

"Come on!" Spike exclaimed before breaking into a run. "Let's follow them!" Rarity and Fluttershy silently agreed before making a mad dash forward.

_**Outside Zecora's Hut, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Trixie stumbled through the front door of the hut and fell forward into a mound of snow. She looked up to see the brown Ponyville clock tower glaring down at her. She knew that she needed to get up but her body was fighting against her will.

Oswin let out several coughs as she stumbled out into the snow. She quickly took notice of the fallen Trixie and moved to help her up. "Come on. Up we go," she groaned as she lifted Trixie up and hastily slung Trixie's right foreleg over her shoulders.

"Thank you," Trixie managed to say as she leaned into Oswin.

Oswin smirked and nudged Trixie a bit. "Come on, Trixie. I _know_ you're stronger than that. You can't expect me to do _all_ of the work."

Trixie returned a smirk before putting pressure on her hind legs, while still holding tight onto Oswin. "...That better?"

"It's enough."

"Dad! Come on! We need to go!" ordered the voice of Julianna from within the hut.

Trixie and Oswin looked back to see Julianna pass through the threshold with a dazed Monty walking alongside her. They were followed by Zecora, who was carrying a still unconscious Francis on her back.

"What...was...that?" asked Monty groggily as he stumbled across the snowy surface. He shook his head and slowly returned to his senses.

"It was Trixie!" Julianna chimed. "And she was _awesometacular_!"

Trixie couldn't help but laugh a bit. "I was _what_?" she asked.

Julianna gave a wide smile at Trixie. "Awesometacular!"

"Copyright: Montague," chuckled Monty as he patted Julianna on the head. His eyes suddenly widened a bit. He began to look around frantically. "Opal? Opal?!" He faced Trixie and Oswin. "Where's Opal?"

"She...she's not with us," Oswin replied with a sigh.

All signs of weakness seemed to vanish from Monty. He dashed towards Oswin, grabbed her shirt collar, and stared straight into her pupils. "Then _where_ is she?!" He was beginning to snort like a horse ready to kill.

"What we know, we will explain," said Zecora as she pointed towards the sky. "For now, we must go or we'll be in a lot of pain."

All eyes looked up at the group of flying Cyberman diving straight towards them. "RUN!" ordered Oswin. Everypony took off as quickly as they could manage.

"STOP! STOP!" ordered the Cybermen from above.

"Where can we go from here?!" asked Julianna.

"The hospital!" Oswin replied. "That's the perfect place for everypony to be rounded up and kept safe. I'm sure my fellow soldiers are there already."

"Then let's pick up the pace!" said Monty as he pushed Julianna along.

The group continued to race off towards the hospital with the Cybermen close behind them.

_**Discord Laboratory, Beneath Rainbow Falls, Equestria, Gaia, Winter, 1002 C.E.**_

Discord Whooves gave a sly smile as he watched Thalia slowly eat her way through a fresh blueberry muffin. He couldn't help but be entertained by the innocence she held. She was such a simple creature at the moment. Like a newborn foal, but one that was physically and mentally ready to venture out into the world on its own.

"So?" he asked as he leaned closer to the mare. "Do you like it?"

"It's...it's lovely," Thalia replied with a shy smile.

"Good. I'm glad you like it. There's plenty more where that came from. You're going to need your strength." Thalia returned to eating her muffin and Discord Whooves fell silent again. The silence lasted for another minute or so. It was a moment of bliss for him. Silence used to be a source of fear; but now it was an aspect of life he thoroughly enjoyed. Times where everypony and everything around him would shut up and allow him to carry on with his thoughts. Silence was good.

"MR. WHOOVES!" shouted Pinkie Pie as she burst into Thalia's bedroom. Her necklace of broken wands bounced against her chest as she skipped across the floor.

Discord Whooves cringed. He enjoyed Pinkie's company and was proud of the improvements he had added to her personality but it was far too often than he would have liked that Pinkie was usually the cause of his glorious silence being broken. But the interruptions of his silence was a fitting sacrifice to make in exchange for a thoroughly loyal and wonderfully insane apprentice. "Yes, Pinkie?" he asked, keeping his smile.

Pinkie came to a stop next to Thalia's bed. Thalia looked away from Pinkie and focused on eating her muffin. "I just wanted to let you know that the others are very close to being finished!" Pinkie replied with her normally large grin.

Discord Whooves nodded. "Excellent. Keep up the good work and make sure everything goes according to plan. I want the rest of my girls to come out perfectly."

"Okie-dokie-lokie, Mr. Whooves!" Pinkie gave a salute before running back out of the room and slamming the door shut behind her.

Discord Whooves turned back to Thalia and chuckled. "You're not very keen about my apprentice, are you?" he asked.

"She makes me nervous, Mr. Whooves," Thalia replied. "She's just...off."

"Of course she is, Thalia; and that's what makes her perfect."

Thalia raised an eyebrow. "How?"

"In the world that's to rise out of the ashes of the one we're currently in, the qualities Pinkie possesses are _exactly_ what I'm looking for in those who shall reside in it. Insanity, craziness, unpredictability, and devout loyalty to me."

"Oh." Thalia's head lowered. "I guess I won't be able to live in that world then. I'm not insane, crazy, and unpredictable enough."

Discord Whooves moved closer to Thalia, placed his right forehoof underneath her chin, and raised her head up so that they were eye-to-eye. "Are you loyal to me, Thalia?"

Thalia shook in response to his touch. He was such an intimidating figure and yet she couldn't help but feel relaxed after seeing that determined fire within his eyes. "Yes, Mr. Whooves."

He leaned in and planted a soft kiss on her right cheek. "That's my mare."

Thalia blushed and a giddy laugh escaped through her lips. She quickly took another bite out of her muffin in order to calm herself down. Once the next bite had found its way into her stomach, she collected her thoughts. "Can I ask you a question, Mr. Whooves?"

Discord Whooves gave a hearty laugh. "You can ask me whatever you want!"

"Who are the others that Pinkie was talking about? Is she talking about those mares and that dragon?"

"_Definitely_ not them, my dear. You need not worry yourself about them or what happens to them. They are my burden to bear, or rather they are my property to take care of. Do not think about them any longer. They will serve their purpose and be properly disposed of soon after. _They_ have no place in the world I'm creating." He cleared his throat and continued. "As for who the others are, let me answer that with a question of my own: do you feel lonely, Thalia?"

Without hesitation, Thalia shook her head. "I'm not lonely. I have you, don't I?"

Discord Whooves's smile grew. "Yes, of course; and you always will. But, still, you must feel some sort of isolation. You're a clone. There's definitely not that many of those out there. Certainly being in that state of being must make some part of you feel a tiny bit lonesome."

Thalia shrugged her shoulders. "I suppose. But I guess that's one reason why I don't feel lonely around you."

The gray stallion shuffled his wings and cocked his head. "And why is that?"

"Because you understand more than anypony what it's like to be alone. To be the last of your kind. To be the last Time Lord of Gallifrey."

Discord Whooves's face became very dark and stern. "I don't believe I've mentioned that to you before."

Thalia gave a confused look and scratched the side of her head. "I...I don't know where that came from. I just...remembered it...I think."

_Thoughts and memories from her original worming their way through the cracks_, Discord Whooves thought. _Better attend to that soon. There's already two Twilight Sparkles running about. I don't need my Thalia becoming a third._

The stallion cleared his throat and adjusted his bowtie. "Anyway...let's just say that your status as the sole clone will be changed in due time."

Thalia shrunk back as Discord Whooves's gaze burned into her like a laser. Once again, she turned her attention back to the muffin in her hooves.

Just then, there was a knock at the door. "Yes?" Discord Whooves asked.

"Mr. Whooves! Someone's here to see you! It's one of your bat things!" Pinkie called through the door.

"I'll be right out, Pinkie." Discord Whooves turned back to Thalia. "You just rest and enjoy your muffin for now, dearie. I have some more work to attend to."

"Yes, Mr. Whooves," Thalia replied with a nod.

Discord Whooves made his way across the the room and through the door, making sure to close it all the way behind him. Pinkie was waiting for him in the hallway.

"Where's the visitor?" he asked.

"Up front," replied Pinkie as she began to lead Discord Whooves down the hallway.

"What do they want? My creatures should be out in the forests of Equestria right now."

"He found something interesting that he thinks you should look at."

Discord Whooves followed Pinkie to a medium-sized room decorated like the waiting room in a doctor's office. Standing in the middle of the room was a creature that looked like a humanoid bat with goat legs and dressed in battle armor.

"Sir," the bat said with a quick, respectful bow of the head.

"This better be important, bat. I'm working on some demanding projects at the moment," Discord Whooves said sternly.

"I apologize for distracting you, sir, but I discovered this in the Everfree Forest and thought you'd take an interest in it." The bat produced a large sack, which he then proceeded to turn upside down in order to empty the contents. Out of the sack fell an earth pony mare with a yellow coat, a yellow-red mane, and a cutie mark consisting of a smiley face next to a hammer.

Discord Whooves looked down at the dazed mare, looked up at the bat, and raised an eyebrow. "A mare? You came all this way to show me a mare?"

"She had _this_ with her, sir." The bat reached into one of his armored pockets and pulled out a sonic screwdriver with a red tip.

Discord Whooves's eyes widened a bit. He then quickly snatched the sonic screwdriver from the bat's claws and examined it. "This...this is a genuine sonic screwdriver." A devilish smile appeared on his face. "Good work, bat. You may return to battle now. This is certainly an interesting development."

The bat nodded before allowing Pinkie to lead it out of the room.

The mare on the floor rubbed her temple and gave out several, pained groans. "Monty? Are you there?" she asked as she started to come to.

Discord Whooves knelt down in front of her. "Sorry. There's no Monty here."

The mare gasped as she looked up. "Doctor?!"

Their eyes met and Discord Whooves chuckled. "Not exactly."

The mare gasped. "Are...are you-"

"Discord Whooves, at your service." He presented the sonic screwdriver to her. "And it appears that you're rather close to the Doctor."

The mare jumped up. "Where am I?!"

"You're in my little base of operations," he replied as he stood up. "Welcome to Discord Laboratory!"

The mare began to back up but quickly found her path blocked by Pinkie, who was now showing off the extensive collection of butcher knives and medical equipment she kept hidden in her clothes. "I hope you try to escape. I'd _love_ to play Chase and Cut again!" Pinkie said with a shrill laugh.

The mare began to shake as she stepped away from Pinkie and towards Discord Whooves. "What's your name, dearie?" asked Discord Whooves.

"Opal," replied the mare with disgust.

"Opal, huh? Such a lovely name." He slowly approached the mare and placed a hoof on her shoulder. She jerked out of his grasp and he proceeded to laugh. "Well, _Opal_, I'm glad you're here. Now, why don't you join my apprentice and I for some muffins and tea because we would _love_ to hear all about that special friend of yours who gave you _this_." He waved the sonic screwdriver back and forth. Opal was silent for a few seconds. Discord Whooves sighed before taking a few steps towards her. "I'm being nice here, Opal. It's either have some muffins with me and talk or my apprentice will happily turn _you_ into a batch of muffins."

Opal looked to see Pinkie rubbing two knives together like a professional chef. "I'll play your games, _Discord Whooves_," she replied. "But nothing I say is going to help you defeat the Doctor or win."

"Dear Opal, I don't need your help to defeat the Doctor." Discord Whooves turned back towards the hallway and beckoned Pinkie and Opal to follow him. "I've already won."

_**Crystal Caverns, Beneath Canterlot, Equestria, Gaia, Winter, 1002 C.E.**_

Discord the hologram danced around the main console of the TARDIS-turned-paradox machine while the others looked on. "I must say that it's good to have company again. I've been cooped up down here for _way_ too long...though...I suppose it's all my fault in the end," said the draconequus with a mixture of playful teasing and regretful melancholy.

"So _this_ is Discord," said Clockwork in a state of awe. "I remember Twilight telling me all about you."

Discord gave a smug grin. "But hearing about it is _nothing_ compared to actually seeing something with your own two eyes. Am I right?"

"This isn't time to gloat, Discord," groaned Matilda.

"Come now, Matilda. There's _always_ time to gloat."

The Doctor stomped his hooves down hard on the floor. "Not now!" he snarled. Matilda and Donna shook a bit and Discord stopped dancing around the main console. "Explain! Why are you in this...this _mutilated_ TARDIS?!"

Discord let out a long sigh as he crossed his dragon leg over his goat leg and leaned forward in the Doctor's direction. "Quite a demanding tone you have there, Doctor," teased the holographic draconequus.

"_Excuse me_ for sounding demanding when a dark version of myself is threatening the world of my friends while having simultaneously cannibalized his own TARDIS!"

Discord scratched his chin. "Okay. I _suppose_ that acts as a just reasoning behind your rude behavior."

The Doctor rubbed the side of his head and groaned. "Can you _please_ explain how you ended up in Discord Whooves's TARDIS?"

"And can _someone_ explain to me who this..._thing_ is?" Donna asked as she pointed at Discord.

"Well, Donna, I think it's best that we keep this quick as I think the Doctor's going to explode if I don't explain my situation soon," Discord replied as he floated towards Donna and extended his claw. "Name's Discord. Former ruler of Equestria. Was kicked off the throne by Celestia and Luna a millennia back because the ponies _may_ have had a _few_ problems with my shenanigans. I was turned into a stone statue and was stuck like that for a thousand years before I broke free...only to be turned back into a statue by Twilight Sparkle and her friendship power. That's the part of my backstory that everypony here knows aside from you." Discord patted Donna's head with his holographic claw, which Donna was unable to feel due to it passing through the top of her head. "But now you _do_ know; and knowing is half the battle." Discord snapped his claws and a voice rang out throughout the console room.

"G. I. JOE!"

Matilda face-hoofed. "Okay. Enough with the 80's cartoon references. Start talking, Discord," she ordered.

"Man. Everypony's so pushy today," sighed Discord as he floated back to his space above the control console. "To answer your question, I'm in here because...I'm the reason Discord Whooves exists in the first place."

"What?!" asked the Doctor, Donna, Matilda, and Clockwork simultaneously.

"Yep. I'm the _Guilty Below_. I'm the one who made Discord Whooves the way he is today; and this is my punishment for that." The draconequus leaned against the console and looked upwards. "As I bet you've already figured out, I'm not the same Discord from the universe we're in right now. I'm from the Equestria which Discord Whooves originally came from."

"Go on," urged Clockwork. "It would be nice to finally get some more information about Discord Whooves's past."

"I was just getting to that, if you'd let me continue," said Discord with a roll of the eyes. Clockwork gave a nervous laugh before falling silent and continuing to look after the unconscious Colgate. Discord continued. "My first encounter with Discord Whooves was back when I was in control of Equestria...and back when he was the Doctor. He had arrived with his friend Derpy Hooves to explore but it wasn't long before they caught wind of me and how I ran things. I'd be lying if I didn't admit that the Doctor wasn't one of the most entertaining and challenging obstacles I have ever faced. I eventually grew bored and used a simple piece of dark magic on the Doctor in order to convince him to leave me and my kingdom be. He retreated back into his TARDIS with Derpy, they disappeared, and I didn't give the Doctor a second thought for another thousand years."

"You used dark magic on the...er...the _other_ Doctor?" Clockwork asked with a quick glance in the Doctor's direction.

"Probably the same trick you used centuries later in your attempt to break Twilight Sparkle and her friends apart," Matilda deduced.

"Pretty much," Discord admitted. "Anyway, after Twilight Sparkle and her friends turned me into stone following my return, I was later revived by a stallion who called himself the Master."

"WHAT?!" gasped the Doctor, Matilda, and Clockwork.

"Yeah. Apparently, he and the Doctor go _way_ back in my universe."

"We go way back in any universe, I would think," the Doctor stated with a slight twitch.

"What I mean is that the Doctor and the Master had been clashing with each other in _my_ universe for quite some time. The Master brought me back to help him take care of the Doctor because he was, according to the Master, no longer fun and a huge pain in the rump. I accepted the challenge as the thought of going up against the Doctor again made me excited. However...the Doctor I was led to was _far_ from the Doctor I had first encountered back during my rule. Aside from the whole becoming gray and black with wings sort of thing, he was a lot darker. Too dark for my liking. I tried to take care of him but he used some powerful technology and magic against me that I wasn't prepared for. He killed the Master and trapped me inside the TARDIS."

"Just like that?" the Doctor asked.

"Just like that," Discord replied. "It was a pretty short fight, I hate to admit. My life from there up to this point has been...well...pretty miserable, to be honest. He used my body and my magic to power his TARDIS when it started to fight against him. I watched him eventually reduce the Equestria in my world to dust, and the planet of Gaia along with it. He ruled it, watched it wither away, and then left. And he kept going. Planet after planet. Galaxy after galaxy. Every planet he could find, he eventually took it over and watched it die under his care. It was an endless cycle that spanned countless centuries. I can't really remember how long it's been exactly since my time in this ship began, to be honest. Long enough for my body to be completely eaten away by the TARDIS's need for power, at least. This is all that's left of me." Discord waved his arms around his holographic body. "I'm just an echo of my former self, forever trapped inside this stupid box. I don't know what my magic did to him...but I'm certain that's why the Doctor became Discord Whooves."

Everypony was silent for a brief moment in order for Discord's tale to sink in properly.

"Well...that cleared up a few things," said Clockwork with an awkward cough.

"But not enough," said the Doctor. "We still don't understand what makes Discord Whooves tick. His ultimate motives. We know how his change started but not why it continued or what it really did to him. I need to understand Discord Whooves thoroughly in order to stop him."

"Are you sure, Doctor?" asked Discord with a raised eyebrow. "Are you sure you want to go down that road?"

The Doctor stepped towards Discord. "What are you saying, Discord?"

"I'm asking if you really want to fully understand Discord Whooves. If you do, I think I may have a way of helping you do just that." Discord tapped the TARDIS console. "I may be a shell of my former self but I may just have enough energy inside me to connect you to the remnants of this TARDIS's soul. If I do that, I'm sure you'd be able to access Discord Whooves's history. It's kind of like that memory basin, or whatever the heck it's called, from those Harry Potter books."

"_You_ know about Harry Potter?" asked Matilda with a raised eyebrow.

"I've read _a lot_ of ebooks since I was trapped in here," Discord replied.

"Nevermind that!" the Doctor interrupted. "I want you to do that. Show me Discord Whooves's past!"

Discord floated down towards the Doctor. "This is where my warning comes in, Doctor. Discord Whooves was a lot like you when he was the Doctor. Seeing his history as Discord Whooves might...change you."

The Doctor shook his head. "It won't."

"Are you sure? You might end up becoming him in the process."

"I'm sure. No matter what I see or hear, I know for a fact that I will _never_ turn into him."

"And how are you so sure about _that_, Doctor?"

The Doctor turned to look at Donna, Matilda, Clockwork, and the unconscious Colgate. He thought about all the friends he had made during his travels in Equestria's universe: Twilight, Derpy, Spike, Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, Rarity, Princess Celestia, Princess Luna, Opal, Monty, Trixie, and everypony else. He turned back to Discord. "Because I have something worth fighting for, and I don't intend to ever stop fighting for it."

Discord smirked at the Doctor and nodded. "Very well. Let's get started then."

"Doctor," said Donna.

The Doctor turned back to Donna. "Yes, Donna?" he asked.

"Don't become Discord Whooves, you hear me?"

"Like I said, I don't plan on it."

"Good. Because I wouldn't want to have to smack some sense into you."

The Doctor chuckled. "Yeah. Let's try to avoid that."

"We'll be right here if you need anything," said Matilda.

The Doctor nodded. "Good to know." He turned to Clockwork and shared a respectful nod with him. He then faced Discord once again. "I'm ready."

"Took you long enough," Discord scoffed as he placed his holographic paw and claw on both sides of the Doctor's head. "This may sting a bit. You _are_ falling into darkness after all."

The Doctor chuckled and closed his eyes. "I think I'm always falling into darkness."

"At least you've got some experience." Discord chuckled. "Okay. Here. We. Go!"

The Doctor felt an electrical surge course through his body. The floor spun out from under him. He opened his eyes to find himself looking into nothing but pure black. He was falling now. Wind whipped through his coat, mane, and suit as he plummeted through the endless void of remembrance.

"Into darkness I go," he whispered to himself as he prepared for the inevitable impact with whatever waited for him at the bottom.


	4. Nothing Important

Author's Note: Alternate chapter title: I'M NOT DEAD...AGAIN! Sorry for the long wait...again.

* * *

Chapter 3: Nothing Important

_**Outside Ponyville Hospital, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

"There it is!" cried Oswin as she dashed towards the hospital alongside Trixie, Monty, Julianna, and Zecora. The unconscious Francis was still slung over Zecora's back. A large, blue, magical shield was situated around the entire hospital. Cybermen were attacking the shield from practically every angle. Several human soldiers were running about the hospital grounds located within the shield. They appeared to be looking after a series of futuristic machines which were working together to create the massive shield. Oswin began waving her arms as she and the others neared the edge of the barrier. "HEY! LET US IN! LET US IN!"

It wasn't long before the Cybermen took notice of the vulnerable group and dived towards them. Trixie was still limping and holding onto Oswin. She wanted to use her magic to at least stun or distract some of the attackers but her magical stamina was still wiped clean. Monty kept Julianna close to him and Zecora made sure that Francis was still safely on her back.

"OPEN THE SHIELD! WE HAVE SOME MORE SURVIVORS!" ordered a soldier from within the shield. A loud _fizz_ echoed through the air as a small opening appeared in the shield.

"JUMP!" Oswin shouted as she literally jumped through the air and towards the threshold, still managing to hold tightly onto Trixie. Monty, Julianna, and Zecora followed suit. Before any Cyberman could reach them, the group had managed to safely enter the vicinity of the shield. The soldiers were quick to seal the opening. Oswin looked up to see a helping hand reaching down for her. She kindly took the hand and lifted herself and Trixie off the ground. She smiled as she got a good look at the soldier standing in front of her. "Thanks, Berry."

"Nice to see you're still in one piece, Oswin," laughed Berry Punch before taking a swig out of a bottle of potentially alcoholic grape juice.

"Is this _really_ the time to be drinking?"

"Oswin, we're seeing the end of the world for the _second_ time. This is _most definitely_ the right time to drink."

"Remind me to not lend you any firepower later."

"Whatever. Just head on into the hospital with your little group for now. Me and the others have the situation under control."

Oswin nodded. "Right." She walked towards the hospital with Trixie next to her and the others following close behind. She made eye contact with a nearby group of soldiers, gave a polite nod, and then nudged her head in Berry Punch's direction. "Keep an eye on her." The soldiers gave Oswin a thumbs up as she entered the hospital.

_**Canterlot Castle, Canterlot, Equestria, Gaia, Winter, 1002 C.E.**_

Luna the human waved her wand and rapier simultaneously as a shower of bullets rained down upon her. She managed to deflect the projectiles but still obtained a few small cuts and bruises on her arms and legs. Black Sun flew towards her and let out a high pitched scream. Luna wished to cover her ears and cower in the corner but she resisted this urge and instead charged towards the metallic monstrosity that had once been her elder sister.

A large blast of offensive magic emanated from the horn of Luna the alicorn and smashed straight into Black Sun's side. Black Sun was disoriented momentarily but it didn't take much for her to regain her balance and continue the attack. "It would be wise to surrender now and let your death come swiftly. You're only delaying the inevitable," said the super soldier as she shot a cloud of projectiles at Luna the human whilst throwing a heavy punch at Luna the alicorn.

Alicorn Luna dodged the attack and flew over to human Luna. "Being _upgraded_ has made you foolish," snarled human Luna as she pointed her rapier at Black Sun. She wiped a few tears away before dashing towards the enemy. "I _never_ surrender." With lightning speed, she slashed her rapier forward and across Black Sun's right arm. Blue sparks emanated from the point of collision and a large scar formed on the arm's metallic surface. With equal speed, Black Sun reacted by punching human Luna straight in the chest. Human Luna let out a loud gasp and jumped back. She clutched her chest and desperately tried to catch her breath.

Black Sun cracked her neck and began to slowly approach human Luna. "I've just broken five of your ribs. Two have grazed your right lung. Severe internal bleeding can potentially result from this," she stated with a cold, emotionless tone.

"Stand down!" ordered alicorn Luna as she jumped between human Luna and Black Sun. A blue wall of magic emanated from her horn and flew towards Black Sun. The soldier stumbled as the wall pushed her back and phased through her body. Blue sparks danced around her like fireflies and bits of her metallic body began to crack.

Black Sun quickly recovered from the attack and cracked her neck again. "I've grown tired of this. Master has given me a task. I shall not fail," she said.

"But failure is what you shall receive!" snapped alicorn Luna as she readied another attack.

Suddenly, Black Sun shot forward with an unbelievable burst of speed. Alicorn Luna tried to dodge the dash but quickly found a strong metal hand clasping her neck with a death grip. Black Sun held her up, her grip quickly tightening around the alicorn's neck. Luna choked and gagged for any burst of air. She flung her limbs about, flapped her wings, and attempted to cast the simplest of offensive spells. Black Sun's fingers magically grew until they perfectly encompassed Luna's neck. "Your trachea is completely closed, the blood flow to your brain has been halted, and your neck is a flick away from snapping," said Black Sun as she stared into the panicked eyes of the alicorn princess. Tears began to pour from Luna's eyes as she struggled to get even the smallest breath of air, but it was all to no avail. Her vision was blurring, a horrendous pain was exploding within her lungs, and her focus was too scrambled for her to attempt casting any sort of magic. "It'll only take about two and half minutes as of now for you to completely expire." Black Sun looked at the injured human Luna, who was now charging towards her.

"LET HER GO!" snapped human Luna as she readied her wand.

Black Sun sighed. "It looks like I don't have two and a half minutes," she said before shrugging her shoulders. "I suppose this is a good opportunity to, as they say, kill two birds with one stone."

Human Luna managed to fire a flew magical blasts and swing her rapier before Black Sun jumped into the air. She had next to no time to react as, with the speed of a rocket, Black Sun flew down towards her. A loud, terrible, sickening crack echoed through the room. Luna was frozen. Every muscle in her body hardened. A sharp, indescribable pain emanated from the top of her head and passed through her entire body. She barely had a second to react before her eyes rolled up into her head and unconsciousness overcame her.

Black Sun stared down at her work. The two Lunas lay on the floor at her feet. They were joined at the head as a result of a perfect strike on Black Sun's part. The horn of Luna the alicorn had been completely driven through the top of human Luna's skull. Small rivers of blood poured from new cracks in their heads. "Death is inevitable," she diagnosed before turning around and flying off in the direction of the Elements of Harmony Chamber.

_**Crystal Caverns, Beneath Canterlot, Equestria, Gaia, Winter, 1002 C.E.**_

A bright light emanated from Twi's wand as she descended into the depths of the caverns alongside Shining Armor and Flash. Gusts of cold air brushed past her but, thankfully, her soldier outfit was keeping her warm for the most part. The air smelled of rusted metal and each step she and the others took sounded as if they were walking along a gravel road. Small reflections of light could be seen in the walls, ceiling, and floor around them. The tiny crystals embedded in the rock made Twi feel an overwhelming sense of calm. She enjoyed this feeling for the brief time she could predict it would last. Being calm was a luxury she had been denied for quite some time. She blinked and kept her eyes closed for a few seconds longer than normal. During those few seconds, she thought back to the last time she had felt this calm.

The faint memory of soft snow covering Canterlot came to mind. People walking about and preparing for Hearth's Warming Eve. The air riddled with the scent of hot chocolate and lumber. A camera held tightly in her hands and Spike walking alongside her. Then...two ponies appearing and the sky opening up.

"Twilight?" asked the voice of Flash. Twi gasped as she opened her eyes. She was barely a foot away from colliding with a wall. Flash placed his hand on her shoulder and she flinched slightly in response. "You okay?"

Twi brushed Flash's hand away and continued down the tunnel. "Let's keep going," she stated practically in monotone. The calm was gone and the reality of the situation was coming back to her. Behind her back. Shining and Flash exchanged worried glances. Or an assumed worried glance in Shining's case given how his metallic face was forever frozen in one expression.

A small chamber opened up to them after a few more yards of walking and the trio decided to stop for a moment. It was here where Twi sat down and leaned her back against one of the large crystals that were protruding from the ground. She rested her face in her hands and let out something close to that of a disgruntled shriek.

"Twilight?!" asked Shining as he quickly raced to her side and placed a hand on her back. "What's wrong?"

Twi's head was spinning. The floor felt like an empty void beneath her and her brother's comforting voice seemed like a distant grasp on sanity. She moved her hands away from her face and wrapped her arms around her torso. Her entire body began to shake and her teeth started to clatter. "How can we hope to find the Doctor in here?" she asked in a hoarse whisper.

"What?" asked Flash with a raised eyebrow.

Twi began to rock back and forth. "How can we hope to stop that..._Black Sun_ in time?!"

"Twilight? Where's this coming from?! Snap out of it!" Shining pleaded.

Twi couldn't find the right response to her sudden doubt. Looking at crystals in the walls appeared to cause the full weight of the current situation to come crashing down on her as if the Moon itself had fallen out of the sky. She wanted to fight it, but an onslaught of daunting questions took hold of her. The Crystal Caverns spread out in many different directions and delved well below Canterlot Castle. How could she hope to find the Doctor in time? What if they were already too late? Could she have the stomach to potentially aid in killing Black Sun, the monster that had once been her greatest inspiration and mentor? "How? Why? Where? How? Why? Where? How? Why? Where?" she asked as a powerful cold swept over her.

"What the hell's happening?!" Flash asked as he followed Shining's example and raced to Twi's side. He touched her shaking arm and nearly jumped back. The cold emanating from her body was enough to render his hand blue after barely a couple seconds of contact. "She's literally freezing!"

"What?!" asked Shining as he grabbed one of Twi's arms. Due to his robotic body, he couldn't feel a thing. "How?!"

"How? Why? Where?" Twi continued to ask.

Flash looked around the chamber. The air felt thicker than usual and the crystals appeared to be glowing slightly brighter; not with a comforting shine but rather a more sinister one. A shine that began to make even Flash feel a slight wave of depression.

Just then, the sound of echoing footsteps could be heard emanating from the tunnel the trio had come from. Flash and Shining turned towards the threshold just in time to see a white light penetrate the darkness. Three familiar figures followed the light. "Spike?! Rarity?! Fluttershy?!" gasped Flash as the second trio came into view. "What are-"

"Nevermind that! What's happening to Twilight?!" Rarity interrupted as she dashed towards her shaking friend.

"We don't know!" said Shining.

Rarity turned to Shining. "Well can't you examine her or something your...er...robot parts?"

Shining slouched a bit and was silent for a brief moment. Flash was sure that Shining would be giving a _seriously_ look if he had his original face. "I'm a Cyberman, Rarity. Not an ICU monitor."

Rarity's cheeks turned slightly red.

Spike suddenly rushed past her and knelt down in front of Twi. "Twi? Twilight?!" he asked with worry. Twi looked as if she wanted to respond but could only give off hoarse groans and breaths.

"It's this place," said Rarity with a shiver. "I've always heard rumors about how the Crystal Caverns harbored dark magic. It seems to be true even in this world."

"She needs help. We need to get her out of here!" said Fluttershy.

Time seemed to slow down for Twi. Everyone standing around her was a grey shadow and the world felt distant and disconnected from her being. She turned her head away from the others and looked down one of the tunnels to see a bright, golden light attack her closing eyes. Instead of wanting to close her eyes to protect her pupils from the blinding rays, she wished to open her eyes even further. As she brought her eyelids as open as she could force them, she could feel strength gradually returning to her body. Within the impossibly bright beacon of light, she could see a figure of a different shade of gold staring at her. She wished she could tell what the figure was but it was consistently changing shape at a speed beyond what her eyes could comprehend. It would take the form of a human, then a mare, and then another form which Twi assumed was canine in nature. Possibly even a wolf.

"Come on," said the figure with a voice which sounded as if several different female voices were talking alongside each other. "There's work to be done." The figure began to walk down the tunnel.

"Wait!" shouted Twi as she suddenly burst back to life. With her focus now solely on following the figure of golden light, she pushed past her friends and broke into a fast sprint.

"Twilight!" called Rarity and Fluttershy together as they raced after her. Flash, Shining, and Spike weren't far behind.

"Wait, Twilight!" pleaded Fluttershy as she began to slightly levitate into the air.

"Come on! We can't lose it!" Twi ordered as she chased after the figure.

"Lose _what_?" Spike asked as he glanced at Flash.

Flash and the others didn't have time to question what Twi was talking about. All they could do was follow their friend deeper and deeper into the twisted caverns.

_**Discord Laboratory, Beneath Rainbow Falls, Equestria, Gaia, Winter, 1002 C.E.**_

Derpy was quiet. She had been that way for some time now. Twilight, Spike, and the others had fallen eerily silent as well. Derpy scanned everypony's eyes. All of their eyes gave off the indication that they were in deep thought. Everypony was busy thinking of ways to escape but it appeared that Discord Whooves was prepared for anything. Whether it was science, magic, or a mixture of both, he had most definitely filled this particular room at least with certain defenses in order to weaken them. Twilight's magic was but a flicker, Spike could now barely produce a spark, and Rainbow Dash could hardly make her wings do a single flap. The more everypony thought about fighting back and escaping, the weaker they looked.

Derpy could definitely feel the negative forces working on her. A lethal desire to fall asleep and give up began to crop up deep within her thoughts. It was easy to fight at first; but the power of the desire only grew with each passing minute.

It wasn't long before Derpy found herself slipping into deep thought as well. She didn't think so much about methods of escaping as she did about what was happening in the outside world: beyond the double doors. What was Discord Whooves doing with the insane Pinkie Pie and Thalia? Was the fight against the Cybermen going well? What was the Doctor doing?

A small wave of depression hit Derpy and a soft sigh escaped through her lips. It was only loud enough for Spike to register it, consider asking Derpy if she said anything, and then forget about it in order to return to his own thoughts. Derpy almost cringed as she thought about the Doctor in the outside world. She thought of him using his alien brain to come up with an ingenious plan to stop Discord Whooves. Meanwhile...here she was.

Derpy slowly moved one of her forehooves across the cold floor of the cage. She leaned back against one of its barred walls before giving another quiet sigh. "There's got to be something we can do," she said under her breath. She closed her eyes. "There's got to be something _I_ can do."

At that moment, a powerful gust of wind blew past Derpy. She opened her eyes and froze with terror. The cage she and Spike were trapped in now appeared to be floating within a black void. Flying through the void towards them was what appeared to be a small spaceship traveling at incredible speeds. Derpy let out a terrified scream as the spaceship roared towards her. She jumped back and felt the metallic bars of the cage collide with the back of her head.

"Derpy?!" asked Spike and the others simultaneously.

Derpy looked towards Spike to see that the room had reappeared. She then looked ahead. There was no sign of any spaceship racing towards her nor were there any signs of there ever being a black void in place of the room.

"What happened?!" asked Spike as he slid over to Derpy.

It wasn't until now that Derpy realized how heavy she was breathing. "Did...didn't you see that, Spike?" she managed to ask.

Spike gave a confused look. "See what?"

Derpy continued to look ahead. The more she thought about what she had just experienced, the more she noticed that an unusual sensation had overcome her. She couldn't explain it. She didn't know why. She just knew that somepony or something, somewhere out in Celestia knows where, was reaching out to her.

"I...I don't...nevermind, Spike," Derpy said.

Spike now looked even more confused than ever. "But-"

"Just _drop it_ for now, Spike." Derpy looked out towards the others. "Sorry to scare you all." Derpy returned to her quiet state and it didn't take long for the others to follow suit.

* * *

Opal remained still and silent as she watched Discord Whooves and Pinkie Pie munch on a plate of fresh muffins. The three of them were sitting at a long mahogany table, the wood having been painted with a mixture of grey, black, and red shades. Opal sat alone on one side of the table whilst Discord Whooves and Pinkie Pie sat next to each other directly across from her. The dining room they were situated in was filled with many shadows and dark spaces due to the only source of light being a candlelit chandelier dangling several feet above their heads. Opal refused to look up at the chandelier anymore thanks to the materials which had been used to construct it: the bones of animals and various other unknown creatures. One muffin was placed neatly on a plate before Opal but she had yet to touch it.

"It's not poisonous, dearie," chuckled Discord Whooves with a smirk. "You've got nothing to worry about."

"I highly doubt that," Opal said under her breath.

Discord Whooves raised an eyebrow and leaned forward. "What was that?"

Opal pushed the muffin away. "I don't exactly have an appetite right now."

An amused laugh permeated the air as Discord Whooves leaned back. "You ponies are such peculiar creatures. War always makes me hungry, personally."

"Me too!" chirped Pinkie Pie as she devoured three more muffins with a single bite.

Discord Whooves grabbed a napkin with one of his wings and wiped the crumbs off his muzzle. He then presented Opal's sonic screwdriver and began to balance it in his forehooves. "Perhaps we should move on to the matter at hoof since you're apparently keen on not wasting anymore time with food," he sneered.

Opal blew a few strands of hair away from her eyes and sat back. "I don't think there's much to discuss here," she concluded.

Discord Whooves shook his head, all the while continuing to give his cocky grin. "Oh, I wouldn't make such hasty deductions. There are _plenty_ of things to discuss about _this_." He stopped balancing the sonic screwdriver and proceeded to point it at Opal.

Opal, continuing to keep the calm expression she had been giving since being brought into the macabre dining room, barely flinched. "What's there to say? That's a sonic screwdriver. The Doctor gave it to me. End of story."

"Do you honestly expect me to take that explanation and be satisfied with it?"

"It may not be the answer you were hoping for, Discord Whooves, but it is what it is. I've encountered the Doctor a few times. He gave it to me as a gift. As I said, end of story."

"No. There's more to it than-"

"What does it matter to you?"

Discord Whooves fell silent. "Pardon?"

Opal crossed her forelegs. "Why does it matter? I have a sonic screwdriver. Big whoop. You seem pretty confident in your belief that you've won. Me and my sonic screwdriver shouldn't even matter to you then."

"Ah, but you do. The Doctor doesn't just hand out a sonic screwdriver to just _anypony_. You must be of great importance to him."

Opal chuckled and shook her head. "I'm nopony special. I'm just a simple mare with a husband and two children. The Doctor knows me but not as well as you think. Right now, I'm just a familiar face to him. Another pony in the crowd." Opal leaned forward. "You think I may know some sort of secret that could help you find the Doctor's Achilles heel, correct?" Discord Whooves's smile slowly morphed into a serious stare. "I'm afraid you're all out of luck with me, Discord Whooves. I'm just a mare with a sonic screwdriver. The only thing more to me aside from that is me being a mother and a wife. That's it. I'm no Twilight Sparkle or Derpy Hooves. If you want answers about the Doctor you'll probably have more luck with them than me. But good luck getting to them. The Doctor would never let anything happen to those two." Discord Whooves and Pinkie shared a sadistic grin. Discord Whooves prepared to give a snarky remark when Opal suddenly gave a few chuckles tainted with disappointment. "Amy was probably more special than I was."

Discord Whooves's eyes twitched. "What did you just say?" he asked.

Opal brushed her mane and shook her head. "Nothing important. Just thinking aloud there," she sighed.

The gray pegasus's eyes grew dark and still. "I don't believe you heard me correctly, Opal. What. Did. You. Just. _Say_?"

Opal leaned back and stared straight into Discord Whooves's eyes. "You can stop with the death stare. It's not scaring me. No matter what threats you make towards me, you're not going to get any useful information from me. What I just said is probably about as important as everything I've already said and anything I'll say after it. It's nothing important. At least, probably not important to _you_."

Half of Discord Whooves's mouth curved into a smile. "Nothing important, huh? Nothing important to _me_, huh?" Discord Whooves leaned back and broke out into an insane fit of laughter.

Pinkie froze for a moment, her pupils darting back and forth between Discord Whooves and Opal, before breaking out into a similar laughing fit. "HA HA HA HA HA HA HA!" laughed Pinkie. "HA HA HA! WHY ARE WE LAUGHING?!"

Discord Whooves's laughing stopped as quickly as it began and Pinkie followed suit. "Because it's funny, Pinkie," he replied before climbing up onto the table. "It's terribly funny."

"What is? Tell me! Tell me!" Pinkie began to bounce like a kid about to go to the toy store.

Discord Whooves locked eyes with Opal, who was more confused by the situation than anything else. "It's funny that you would consider what you said not important to me, _Opal_." Then, without any warning, the pegasus lunged for Opal and knocked her out of her chair.

"What the hell?!" Opal gasped as she hit the floor. She had hardly any time to react. Before she knew it, Discord Whooves was on top of her and was crushing her trachea underneath his forehooves.

"_Talk_!" the pegasus demanded. His eyes appeared to turn into two pits of black and red. Opal struggled to breathe underneath his force. "_Nothing important_?! _TALK_!"

Opal attempted to speak but could only give a series of pained groans and croaks. Pinkie stood up and cocked her head. "Um...Mr. Whooves? I don't think she can talk right now. You might want to try strangling her a bit less," she suggested.

Discord Whooves turned around to face Pinkie. "SHUT UP!" he shouted before turning back to Opal. Pinkie shrugged her shoulders and sat back down. Opal tried to respond but was met with a heavy strike to the muzzle. Discord Whooves became a flailing lunatic of fur and feathers as he proceeded to start punching Opal in the face over, over, and over again. "NOT IMPORTANT?! NOT IMPORTANT?! YOU KNOW NOTHING ABOUT WHAT'S IMPORTANT! NOW TALK! TALK!" Opal was quickly slipping into unconsciousness. A painful cracking sound emanated from her nose and streams of blood trickled out of her nostrils. Discord Whooves continued to attack Opal, his sanity appearing to have left in order to allow him to unleash a full storm of rage from within. "TALK, YOU IDIOT! WHAT DO YOU AND THE DOCTOR KNOW ABOUT _HER_?!"

This was the last thing Opal heard before giving in to her injuries and blacking out.

_**Crystal Caverns, Beneath Canterlot, Equestria, Gaia, Winter, 1002 C.E.**_

Colgate slowly opened her eyes to find her vision attacked by several rays of rusty red light. Thankfully, it didn't take long for her eyes to adjust. She had just finished rubbing her eyes when a familiar figure appeared above her.

"You're awake! Thank Celestia," said Clockwork.

"What happened?" Colgate groaned as she sat up. She looked around at the odd sight that was the TARDIS-turned-paradox machine and rubbed her forehead. "Is this...the TARDIS?"

Clockwork shook his head. "Not exactly."

Colgate looked over to see Matilda sitting next to an unconscious Doctor. Donna was pacing back and forth a couple feet away. "Doctor?!" Colgate made haste in getting up and running over to the Doctor's side.

"Good morning, Colgate! Nice to see you back with us," said Matilda with a small smile. "Or is it afternoon? We've been down here for quite some time."

"That's an understatement," Donna stated before bringing a halt to her pacing. She walked over to and knelt down next to Colgate. "How are you feeling?"

"Fine. What happened?"

"You don't remember anything?"

Colgate rubbed the back of her head. "I remember entering the caverns and then...nothing else." She looked down at the Doctor. "Is the Doctor okay?"

"He's been out for a while but he should be fine," Matilda replied. Matilda met Colgate's eyes, which were silently pleading for a further explanation. "As always, it's a long story."

Just then, the sound of knocking echoed from the front doors.

"One we don't have time to tell," gulped Clockwork.

The doors flew open and, in a flash, Matilda readied her blaster.

"Doctor?!" asked Twi as she rushed inside. She quickly noticed Matilda's blaster and raised her arms in defense. "Wait! Don't shoot!"

"Twilight?!" gasped Colgate and Clockwork.

"Twi?" asked a surprised Donna.

Flash, Shining Armor the Cyberman, and the human Spike, Fluttershy, and Rarity were not too far behind.

"It looks like everybody's showing up," Matilda deduced with a smirk.

"Doctor!" exclaimed Twi before racing over to the unconscious stallion's side.

"What are you all doing here?!" asked Clockwork.

"What's wrong with the Doctor?!" asked Flash.

"Okay! Time out!" Matilda commanded as she stood up. "It's clear that everyone and everypony has a few questions to ask. Now if we all just take our time-"

Flash stepped forward. "We don't have time! The Elements of Harmony are in danger!"

"What?!" gasped Colgate.

Flash nodded. "Yes. Discord Whooves has captured your Twilight and the rest of her friends."

"Oh no!" stated Donna. "What about Derpy and Spike? Are they okay?"

Flash shook his head. "I'm not sure."

Donna wrapped her arms around her torso nervously. She suddenly really wanted everyone and everypony to be together again.

Flash continued. "Along with that, we found out that Discord Whooves has turned our world's Celestia into his ultimate Cyberman weapon. He calls her _Black Sun_ now. She's in the castle right now and is on a mission to steal the Elements of Harmony. The two Lunas and Celestia are up there to hold her off but...we don't know how long they can stand up to a...a-"

"A monster like that," Twi finished in an emotionless tone.

Flash gave a sad look in Twi's direction before turning his attention back to Matilda. "We need the Doctor and the TARDIS to protect the Elements of Harmony _now_!"

Matilda was silent for a few seconds. "Well I'm afraid the Doctor's out of commission until further notice," she stated.

"We can see that!" snapped Shining. "Why is that? And what is-"

"This is Discord Whooves's TARDIS. He turned it into a paradox machine in order to do whatever the hell he wants in this world. The Doctor is now learning about Discord Whooves's past with help from some creature named Discord, who was trapped inside this TARDIS for God knows how long and is the main reason why Discord Whooves exists today," Donna explained. Everyone and everypony was silent for a brief moment. "Any questions? No? Good!"

Rarity shook her head a few times before stepping forward. "But we really need him _now_," she said in an almost shaky tone.

Donna rubbed the side of her temple. "Well it's not like we can just wake him up!"

"It's okay. You won't need to," Twi stated as she slowly stood up. Her tone was eerily monotone and her eyes were faintly golden in color. "He'll be awake soon and I know a shortcut back up to the surface."

"How do you know that, Twilight?" asked a concerned Spike.

"I just do. Trust me," Twi replied.

Donna noticed that Twi wasn't focusing on anyone or anypony. She followed Twi's gaze back towards the open TARDIS doors. The air around the doors looked misty and foggy. It was almost as if something just beyond the realm of complete visual existence was standing there. Donna looked back at Twi and stared straight into her somewhat golden eyes. A chill coursed through her body. Donna felt a strangely comforting presence descend upon her. What this presence was, she couldn't tell for sure. But what she could definitely be sure of was that it was on their side and that it was connected to her and Twi for some reason. "I trust you, Twi," said Donna.

Twi gave a small smile and nodded in Donna's direction.

"Let's hope the Doctor brings back some useful information for us," said Flash.

"Oh I wouldn't worry about that," said Matilda confidently before sitting back down next to the unconscious Doctor. "A stallion like the Doctor witnessing the life story of somepony like Discord Whooves? I'm sure that's going to give us some interesting results."

* * *

Author's Note: As an extra bonus to you all for having to wait so long, here's the title for the next chapter: "The Life and Lies of Discord Whooves". I sincerely promise that the wait for the next chapter won't be _nearly_ as long as it was for this one.


	5. The Life and Lies of Discord Whooves

Author's Note: Here's a long chapter for you guys! Told ya the wait wouldn't be _nearly_ as long as the last one! Enjoy!

* * *

Chapter 4: The Life and Lies of Discord Whooves

_**?**_

The Doctor couldn't remember when he had stopped falling nor could he recall when the void of black had come to be replaced by an endless realm of blue and silver. The air around him felt crisp and clean and had absolutely no scent to speak of. As he walked forward, it felt as if he were underwater but without any resistance to fight against. There was no real ground beneath his hooves. He was literally walking on air. The realm he was now in seemingly stretched on into eternity from all sides.

The Doctor stopped walking as a large piece of metal appeared literally out of nothing and floated past him. He examined the random scrap of debris and couldn't help but feel sad upon looking at it. Only a few seconds had passed following the arrival of the metallic slab that the realm was spontaneously filled with an endless sea of debris. Rusty metal, broken wood, shattered glass, and numerous other materials floated in the blue and silver void.

The Doctor sighed and gave a solemn expression. "So this is all that's left, isn't it?" he asked aloud. The eerie quiet of the realm remained. The Doctor nodded his head as if an answer had been spoken. "He broke your heart."

The materials floating past started to change. Each new peace looked more like wads of fur and flesh than anything else. The Doctor took this as a sign to continue on. He started at a trot but quickly brought his speed up to a gallop as the abundance of metal, wood, and glass came to be replaced by hair, flesh, and blood. The blue and silver makeup of the realm became a tinted red and orange. The sound of the TARDIS cloister bell began to pound against the Doctor's eardrums. He was running at full speed now. The grotesque debris flying past him became nothing more than blurs in the corners of his eyes. Suddenly, an invisible force collided with the Doctor's forelegs and he fell forward.

_**The TARDIS, Time Vortex**_

A quick shock coursed through the Doctor's body. He blinked his eyes in confusion as the fall had been cut short. He was now standing as if he had never tripped in the first place. It didn't take long for him to notice the change in scenery. The void of red and orange had disappeared and he was now standing in the middle of the TARDIS console room. Or rather what he _could tell_ was the TARDIS console room.

The console room he was in was considerably different from the one in his own TARDIS. It was filled with bright lights, considerably more golden in nature. The walls were curved and filled with dozens of open holes. The main control console was an insane combination of levers, buttons, and more diverse controls. The floor beneath the console was see-through with all of its wires and gears open for display. The Doctor was standing right next to the main console. "It looks like you've been redecorated," he said. He lowered his shoulders a bit, sighed, and looked down at one of the panels on the main console. "I don't like it."

Suddenly, a man raced past the Doctor and began looking at the television screen protruding out from the console. He had long, dark hair and a chin that was a challenge not to take note of. He was dressed in a tweed jacket with a faint striped pattern, a light blue dress shirt with a red bowtie and braces, a pair of black trousers, and a pair of black boots. He had a childlike face but his eyes seemed like that of a wise, ancient being.

The Doctor waited for the man to notice him but no such reaction came. "Do you know I'm here?" the Doctor asked. No response came from the man as he continued to examine the television screen. "No. Clearly not." The Doctor became quiet once again as he examined the man further. In a flash, he raced over to the man's side and came to a halt barely an inch away from his face. The Doctor cocked his head a bit as he stared intensely at the man's face. "Are you...you can't...can it...are you the-"

"Doctor!" called a female voice with a Scottish accent. The Doctor felt a shiver run down his spine. He had heard this voice before. He turned around in time to see a young woman with long, red hair enter the room from one of the passageways.

The Doctor's eyes widened. He stepped in the direction of the woman as she walked towards him at a brisk pace. "You," he said in shock just before, as if he were a ghost, the woman passed straight through him.

"What are you looking at now?" the woman asked as she leaned against the console, one of her eyebrows raised.

"Where to go next, of course!" replied the other Doctor with an excited tone.

"Already?" asked a male voice. The Doctor watched as a young man with light brown hair entered the room from the same passageway the woman had come from.

The other Doctor leaned around the console and stared at the man. "Well why not?"

The man shrugged. "We _have_ been running about for some time now. A little rest wouldn't hurt."

"Mr. Pond _does_ bring up a valid point," said the woman with a smirk.

"Again with Mr. Pond." The man sighed and rubbed the back of his neck. "Why can it never be Mr. Williams?"

The woman's smile grew bigger. She then turned to face the other Doctor. "You've been running up and down the walls to take us to all these places, Raggedy Man."

"Raggedy Man," the Doctor repeated under his breath as he continued to listen.

"I don't see anything wrong with that!" exclaimed the other Doctor as he continued to walk around the main console. "Doesn't seem that different from what we usually do."

"Don't lie to us, Doctor. Rory and I know when something's wrong. Or at least _I_ do."

Rory smirked as he walked towards the woman. "Nice to see the confidence you have in me," he joked. He swung around her and gave her a quick kiss. "And for the record, _Amelia Williams_, I can tell when something's wrong with the Doctor too."

"I can deal with being Mrs. Williams but don't call me _Amelia_. You know I don't like being called that."

"You let the Doctor call you that sometimes."

"It's different when he does it."

Rory gave an amused chuckle. "Amy-"

"You know what I mean." Amy wrapped her arms around Rory and held him close. "I jumped off a building with you. Don't ever forget that."

The Doctor noticed the other Doctor stop his pacing. His giddy grin was replaced by a somber expression.

"I don't think that's something someone would forget that easily," Rory replied.

"You're right," the other Doctor stated. "It isn't."

Amy and Rory broke apart their hug and stared at the other Doctor. "Doctor," Amy started.

"If you want a break, it's fine. I understand. You probably have lives you'd like to go back to for a time. I'm sure Brian would be happy to see you again."

Amy stepped towards the other Doctor. "We're not trying to push you away if that's what you-"

"Of course that's not what I think." The other Doctor's face morphed into a small, yet sad, smile. "I've just recently realized how much I love having you both here with me. I've always known that...but it wasn't until recently that I really noticed how much I truly love traveling with my in-laws."

"In-laws?!" the Doctor asked as he focus moved between Amy, Rory, and the other Doctor.

"This is about what happened in New York, isn't it?" Amy asked. The other Doctor's silence and melancholy stare confirmed her guess. "It's not like we've never been in life-threatening situations before, Doctor."

"You're right. Very right, Pond. Very...very right." The other Doctor leaned his head back a bit, causing his already protruding chin to make its presence known that much more. "This was different."

"How? What made it worse than when we faced the Weeping Angels the first time? Or when the whole universe had to be rebooted? Or when all of time and space collapsed into one moment? I can go on, Doctor."

The other Doctor remained silent for a brief moment. He brought his hands together and cleared his throat. "I remember...being at the top of that building and watching you two jump off. I watched you fall all the way down to the ground. I saw you hit the ground just before the paradox kicked in. For a brief moment...I saw my two best friends dead."

Amy looked grim for a moment before giving a small smile of reassurance. "But it all worked out in the end. Just like it always does. Besides, this isn't the first time Rory or I-"

"Exactly." The other Doctor stepped closer to Amy. "That's _exactly_ what I'm talking about. You and Rory have died too many times. We've been lucky too many times. I suppose...I'm just afraid that the next time won't be so forgiving."

Everyone was silent for a lengthy period of time. The Doctor quickly grew uncomfortable in the silence and quietly wished for the conversation to continue.

"I...remember watching you die, Doctor," Amy said. "I know now that it wasn't really you but...that still doesn't change the fact that I had to carry that with me for so long. So...very long. I thought I saw my best friend die. Then I had to travel with him all the while knowing when, where, and how he was going to die." A few tears rolled down Amy's cheeks and she bit her bottom lip in an attempt to hold the rest in. "That was torture, Doctor. The only things worse than that were when I gave up Rory and when I lost Melody." Amy wiped away the tears and gave another smile. "But it all worked out in the end. I got my husband back, I reunited with Melody, and I learned that my best friend wasn't going anywhere." Amy adjusted the other Doctor's bowtie. "You're not going anywhere, are you?"

The other Doctor shook his head. "Of course not."

Amy stepped forward and hugged the other Doctor. "Then we aren't either. Everything will always work out in the end. Don't forget that, Raggedy Man." Amy broke the hug and walked back towards the console. "So where to next?"

The giddy smile returned to the other Doctor's face before he practically skipped over to the main console. "There actually _is_ a planet I've had on my mind for quite some time," he exclaimed. "Home to the largest collection of pony plushies in the universe!"

"Pony plushies?" Rory asked with a raised eyebrow.

"Yes! Any pony plushie you can think of! Big ones, small ones, blue ones, purple ones, ones that can mow your lawn while doing your Spanish homework. Anything!"

"Why not?" Amy said with a shrug. "Sounds tame compared to the Planet of a Trillion and One Cheeses."

Rory placed a hand over his mouth. "Don't remind me. I'm still not ready to have anything with cheese in it again."

The other Doctor began to hastily work the controls of the main console. With a few lever pulls and button presses, the TARDIS began to make the journey to its new destination. Everything was going as expected until a massive jolt rocked the entire ship.

"What the hell was that?!" asked a surprised Amy.

The other Doctor gave a concerned look as he continued to work the main controls. He stared at the television screen only to see nothing but distorted static. The TARDIS shook violently once again, nearly causing the trio to fall over. The Doctor was unaffected physically by what was transpiring.

"The didn't sound good," Rory stated.

The other Doctor ran around the console and pulled on an odd lever. "Something is pulling on the TARDIS," he explained.

"What?! How?!" asked Amy.

"I...I don't know." The other Doctor pressed another series of buttons just before another jolt rocked the TARDIS. Amy nearly lost her balance but Rory was there to prevent her from falling.

The jolts began to become more and more frequent. Each span of time devoid of activity was shorter than the last. The other Doctor struggled to gain control of the TARDIS but whatever external force they were fighting against was far stronger than he had originally expected. Sparks started to rain down from the ceiling and a red light began to blink on and off from high above the main console.

"Doctor?!" gasped Amy as she and Rory struggled to hold onto the console. The TARDIS was now in a perpetual state of rocking back and forth. Loud groans of metal echoed throughout the ship. Sweat dripped from the other Doctor's brow as he tried his best to regain control of his ship.

"I'll get us out of this, Pond! Trust me!" exclaimed the other Doctor as he pulled two more levers. A loud _pop_ rang out as one of the main console's panels blew off in a small explosion of smoke and sparks. Amy and Rory jumped back in surprise. The television screen spun around the console. The other Doctor caught it with one of his hands and stared straight at the static contents on its screen. "What are you?" His face became much darker and demanding. His tone less playful and more ancient and threatening. "What is it that you want?"

Through the static on the screen, the fuzzy image of a massive black hand appeared. It caused the other Doctor to lean back a bit and sent a sharp chill through the Doctor's body. Whatever was on that screen was nothing close to good. Steam began to emanate from the screen as the static became more erratic. The colors changed to a sharp mixture of red and black and phrases of ancient writing scrolled across the screen in unpredictable patterns. A sound resembling a mixture of a shriek and a roar could be heard off in the distance. The Doctor quickly noticed that it was only he and the other Doctor who had heard this call.

Suddenly, the hand on the screen became almost crystal clear. It was pitch black and looked like it was made up of both flesh and smoke. With a flash, the hand slashed forward and the television died in a flurry of sparks and flames. The TARDIS continued to violently rock in all directions. The other Doctor's breathing became quick and hoarse as he pushed himself to the limits in order to take back control over his TARDIS.

Amy and Rory held onto each other tightly as the ship entered a frenzy all around them. Amy reached out for the other Doctor and grabbed one of his hands. The other Doctor looked and locked eyes with Amy. "Doctor," she uttered.

"Don't give up on me yet, Amelia," stated the other Doctor. Just then, the TARDIS slanted at a dangerous angle. The sound of roaring flames and thunder permeated the air from outside the ship as the TARDIS began to fall. In which direction and to where, the other Doctor was unsure.

"WHAT'S HAPPENING?!" called Rory as he held onto Amy and one of the control console's remaining panels.

"I've got this. I'm getting us out of this. I've got this," the other Doctor started to mutter as he struggled to work with the remaining controls. More sparks rained down from the ceiling and fires sprung up in various random spots in the room. A bright light began shining in through the windows in the TARDIS doors.

The Doctor could tell that the air was getting considerably warm but he was sure that the other Doctor, Amy, and Rory were getting the worst of it. The light outside the TARDIS continued to grow brighter as the roaring and rocking increased.

Suddenly, the other Doctor, Amy, and Rory all started to glow. Amy was shaking as she looked at her hand. "What...what's happening?!" she asked with a stunned look on her face.

The other Doctor looked at his own hand. The light emanating from his body was golden in color while the light surrounding Amy and Rory was white. Then, without warning, the other Doctor and his companions all began screaming in agony.

"Burns! It burns!" shrieked Amy. Rory quickly muffled his own screams and tightened his grip on Amy, though his face was contorted into an obviously pained expression.

Gold smoke began emanating from the other Doctor's body. The other Doctor shook his head. "No. This can't be happening! I've got no more left!" he exclaimed. His expression became more horrified when he looked at Amy and Rory. "Amy! Rory!" His two best friends had fallen away from his grasp and were now dangling from the main console a few feet out of his reach. The light around them was growing brighter and brighter. At the same time, their bodies were contorting and shaking. It looked almost as if they were imploding.

The other Doctor tried to make his way towards them but his tweed jacket got caught on one of the clamped levers on the control console. He reached towards Amy and Rory. Rory continued to hold tightly onto Amy whilst Amy reached a hand out to her Doctor. As she did this, her fingers began to fuse together and her hand proceeded to contort into a shape resembling that of a...hoof.

"Raggedy...Man," Amy croaked as a mixture of tears and blood streamed down her face.

The other Doctor reached as far as he could. His and Amy's hands were only a few centimeters apart. "Amelia," the other Doctor choked as more golden steam emanated from his shaking body.

At that moment, the light from outside the TARDIS became unbearably bright. Amy and Rory let out a loud mixture of cries and screams. The other Doctor could only groan in agony as his skin began to turn red and burn. There was no part of his body where golden smoke wasn't present. "Amy...Rory," the other Doctor continued to croak as he tried his best to reach towards his friends, almost as if believing that their reunion would solve everything.

The Doctor wanted to turn away from the scene before him. He wanted to close his eyes and run far away. But, alas, he could not. He could only stare and watch the tragedy slowly unfold before him.

Then, in a flash, Amy and Rory imploded in an explosion of light. Strands of red and light brown hair filled the air like loose paper in the wind. The last remnants of their screams reverberated through the air.

The other Doctor let out an animalistic scream. It was a sound the Doctor was sure would haunt his nightmares for many incarnations to come. The other Doctor's eyes glowed bright yellow and his skin burned deep red. Tears streamed down his face only to evaporate into the cloud of gold steam. "AMELIA!" the other Doctor managed to shout as he imploded in a violent array of gold smoke and sparks. A vortex of fire emanated from the spot the other Doctor had been situated and spread out throughout the room, destroying everything in its path.

The Doctor raised his forehooves in defense as the wave of fire reached him. A powerful electrical surge coursed through his body. The scene around him turned into a fiery blur and the ground disappeared beneath him.

Once again, he found himself falling into nothing.

_**Home of Derpy Hooves, Ponyville, Equestria, Gaia, Summer, 1000 C.E.**_

The Doctor opened his eyes to find himself no longer falling. Much like the last transition, he was standing as if the fall had never occurred. He blinked a few times as he took note of the change in scenery. The flaming TARDIS console room was gone and replaced by the calm environment of a living room the Doctor had visited many times before.

The sound of innocent, cheerful whistling filled the air. The Doctor couldn't help but smile as she saw none other than Derpy Hooves sitting on the couch. Her muzzle was buried deep in the newest issue of _The_ _Ponyville Express_. A half-eaten banana nut muffin was neatly wrapped up in a napkin and sitting on the coffee table.

The Doctor approached Derpy and reached a hoof towards her. As expected, his appendage passed through her as if he were a ghost.

Suddenly, Derpy looked up and stared at the clock. A relieved sigh escaped her lips as she examined the time: eleven o'clock in the morning. "Don't have to go in for another hour," she muttered to herself before turning her attention back to the newspaper.

The Doctor's eyes trailed over to a nearby coat rack, where a mailpony outfit dangled.

Derpy had only just taken another bite out of her muffin when the calm morning was disturbed. An alien sound permeated the air. The Doctor instantly recognized it as the sound of the TARDIS. Derpy looked around frantically for the source of the sound. With the passing of each second, the call of the TARDIS only grew louder and louder.

The ceiling above Derpy spontaneously broke apart as a large blue blur came crashing down from the skies above. Derpy jumped back and shrieked as the object flew down past her, smashed through her floor, and came to a rough halt in the depths of her basement.

Dust and smoke filled the air and Derpy started coughing up a storm before taking to the air. The Doctor remained still as he watched Derpy fly over to the new hole in her living room floor. "What in the name of Celestia?!" exclaimed the aggravated pegasus. The Doctor watched Derpy fly through the hole and land a few feet away from the crashed TARDIS, which was now embedded into one of Derpy's basement walls.

Derpy took a moment to look over the foreign object before her. She took a few steps forward and, as if on cue, the TARDIS doors opened inward. Nothing but black smoke exited through the threshold. Derpy swatted it away with her forehooves. She stopped her action, however, when a figure emerged from the TARDIS.

It didn't take much of the Doctor's intellect for him to recognize the figure as himself...or rather the version of him the other Doctor had regenerated into. The regenerated other Doctor's mane was frayed and all over the place. His clothes had burned away into nothing. Golden steam continued to pour out of his mouth and his body twitched with every other step. Odd mumblings and phrases were spoken from his stuttering mouth but none could be understood.

"Who...who are you?!" asked a stunned Derpy.

The other Doctor looked up at Derpy, his head swaying back and forth like a rag doll. "Amelia?" he managed to ask before falling forward and passing out.

"Oh no!" Derpy rushed towards the fallen stallion and tried to wake him up. "Are you okay? What's wrong? Mr...er...Box Pony? Mr. Box Pony? Are you okay?! Wake up! Please, _please_ wake up!"

The Doctor felt a familiar static shock run down his spine as the scene shifted once again.

_**Ponyville Hospital, Ponyville, Equestria, Gaia, Summer, 1000 C.E.**_

The Doctor looked down at his dimensional duplicate, who was fast asleep in a hospital bed. Puffs of regeneration steam continued to emanate from his mouth every few seconds. A small collection of flowers was gathered next to the bed. Each bundle of flowers had a white card with Derpy's name written on it.

The door to the room opened and Derpy entered with another bundle of flowers held carefully in her mouth. Nurse Redheart followed close behind.

"How are the repairs coming on your house, Derpy?" asked Nurse Redheart.

Derpy placed the bundle of flowers down and smiled. "Good. They're almost done," she replied.

"And what about that box down in the basement?"

"I'm leaving it there for now. It's not my property to mess with." Derpy glanced at the other Doctor.

Nurse Redheart looked concerned. "But it _did_ cause damage to _your_ property."

"I don't like revenge. It's not nice. Once he wakes up, he can take his box and leave." Derpy's eyes inverted slightly. "After he explains why he crashed into my house in the first place, of course." Derpy gave a short, giddy laugh.

Nurse Redheart rubbed the back of her head awkwardly before walking over to the window and pulling the curtains open, thus allowing the glowing morning sunlight to enter the room. "You've brought him flowers every day since he arrived," she said as she turned to face Derpy. "May I ask why?"

Derpy shrugged her shoulders and sighed. "I just feel like I have to," she replied. "He looked really sad when I first saw him."

Nurse Redheart raised an eyebrow. "Sad?"

Derpy nodded. "Yeah. I don't know why but he was very sad about something." The other Doctor remained still as another cloud of gas poured from his mouth. Derpy glanced at Nurse Redheart. "What is-"

"We don't exactly know at the moment," Nurse Redheart responded awkwardly.

Derpy cocked her head slightly. "He should lay off those enchanted cigars."

Nurse Redheart rolled her eyes and gave a motherly smile. "That's probably it, Derpy." She headed towards the door. "I'll leave you alone then."

Derpy nodded her head and watched Nurse Redheart leave the room. She turned her attention back to the other Doctor and pulled a chair next to his bed. "I wish you'd wake up already," she sighed as she sat in the chair and began playing with one of the flower bundles. "Really weird things have been happening in town recently." The Doctor approached the side of the bed opposite to where Derpy was sitting. He smiled as Derpy grabbed one of the other Doctor's forehooves and held it tightly in her forehooves. "You come crashing into my house. That whole thing with Nightmare Moon happened. That unicorn from Canterlot moved here. And now ponies are disappearing left and right." Derpy suddenly let out a gasp. "What if it's a conspiracy?!" She pointed at the other Doctor. "Do _you_ know something about any of that?!" She stopped pointing at the other Doctor. "Maybe that unicorn knows something." She looked over at the mirror hanging from the wall and laughed. "Or maybe I'm just sounding like Lyra now."

The door to the room opened and in walked a stallion in a doctor's uniform. He looked considerably young but had the colors of an older pony with his coat and mane being deep gray. Even his eyes looked glossy and distant. His face was completely devoid of emotion and he walked almost in a pattern, as if every movement had been artificially coordinated.

Derpy looked up at the peculiar doctor as he came to a stop at the foot of the other Doctor's bed. "Hello, sir!"she said with a happy grin.

The doctor remained silent as he examined the other Doctor and Derpy with his frozen face. "Your eyes," he said in a monotone voice.

Derpy's eyes continued to cross. "My eyes?"

"They are unique."

Derpy's grin grew wider. "Thank you!"

"I would like to have them."

Derpy shrugged her shoulders. "Well, we're all stuck with the eyes we're born with."

The doctor began to slowly move towards Derpy. "I would like to have them."

Derpy awkwardly stood up and began to back away from the approaching stallion. "I'm glad that you like my eyes but you're starting to really creep me out."

"I would like to have them."

Derpy backed up into the wall. "If this is a joke, it isn't funny!"

One of the doctor's eyes spontaneously fell out. Derpy froze as she watched it fall to the floor and land with a muffled _plop_. She began to shake as she looked straight into the hole that had once held the stallion's lost eye. Several spinning gears and metallic parts could be seen through the opening. The stallion raised one of his forehooves. With a _click_, the hoof divided into several different objects which included the likes of a filled medical syringe, a scalpel, and a small flamethrower. Derpy wanted to scream but was completely frozen with fear as the disguised monster continued to approach her. "I would like to have them."

The Doctor wished he could jump into action but he knew that his efforts would be in vain. He was merely an observer of an event that had already transpired.

The other Doctor spontaneously opened his eyes and threw all of his bed sheets on top of the mechanical stallion. He then grabbed Derpy and pulled her across the bed. The duo landed right next to the Doctor and looked back at the robotic doctor, who had just managed to throw the sheets off his body. "The lady's eyes are not for sale, in case you didn't get the hint," stated the other Doctor with a cocky grin. He then proceeded to a do a double take upon fully looking at Derpy. He gave a bewildered expression before slowly looking back at the robot. "Mare. I meant the _mare's_ eyes are not for sale."

The droid began to slowly circle around the bed towards the duo. "I would like to have them," he said in a slightly more threatening monotone voice.

"Well we all want things but, sadly, none of us gets everything we want."

Just then, another stallion and a mare, both in medical outfits and with similar colors and expressions to that of the droid, entered the room. "We would like to have them," they said together.

Derpy began to take quick and heavy breaths. The other Doctor looked at her. "Pardon me but what's your name?" he asked.

"Derpy...Derpy Hooves," the frightened pegasus managed to reply.

"Right. Could you stop breathing so loudly, Ditzy? It's distracting my train of thought." Derpy stopped her loud breathing but looked pretty insulted while doing so. The three droids continued to approach the trapped duo. The other Doctor glanced back for a second. "Tell me, Dopey, what floor are we on?"

"It's Derpy and we're on the third floor."

The other Doctor grabbed Derpy and proceeded back up with her towards the window. He looked at her wings. "Can you fly with those?"

Derpy gave a deadpan expression. "Of course I can fly! I'm a pegasus!"

"Excellent! Now we have a plan!"

"We do?"

"Yes indeed, Dobby."

"It's _Derpy_!"

"Whatever you say. Now I need you to do just one thing for me!"

"And what's that?"

The other Doctor smiled mischievously. "Fly!" The other Doctor suddenly threw himself and Derpy back through the window. The glass shattered outward as the duo plummeted towards the ground below. The Doctor watched as Derpy flapped her wings vigorously and managed to successfully fly away with the other Doctor hanging on for dear life. The Doctor turned and watched the three droids exit the room just before the scene changed once more.

_**Home of Derpy Hooves, Ponyville, Equestria, Gaia, Summer, 1000 C.E.**_

The Doctor looked to find himself back in the basement of Derpy's home. There was no longer a hole in the ceiling but the other Doctor's TARDIS was still embedded in one of the walls.

The other Doctor was sitting in front of the blue box and was curiously examining his forehooves. "How is this possible?" he asked. "I had no more regenerations left. How-"

The sound of hoofsteps echoed through the basement as Derpy trotted down the steps. "Doctor!" she exclaimed with relief. She flew towards him and landed a couple feet from where he was sitting.

The other Doctor turned to face the pegasus. "Hello again, Derpy."

A wide smile appeared on Derpy's face. "You...you remembered my name!"

"Of course I did. It would be a challenge to forget the name of someone who took on a whole group of Clockwork Droids with nothing more than a rolling pin."

Derpy suddenly rushed over to the other Doctor and hugged him. "I was afraid you'd left! You and that...er..._Clockwork Droid_ just floated away in that hot air balloon and crashed in the Everfree Forest!"

"Well, you and everyone else in Ponyville won't have to worry about any droids or disappearances anymore."

"Hey. You said _Ponyville_ without laughing this time!"

"Huh. I suppose I did." The other Doctor's ears twitched. He stood up and approached the TARDIS. "Looks like she's ready."

Derpy stood up and tilted her head. "_Who's_ ready?"

"My TARDIS!" The other Doctor pushed the doors open and stepped inside. Derpy was quick to follow and the Doctor was close behind.

* * *

The Doctor was surprised to find that the other Doctor's console room had completely changed. The room was now gray and metallic in nature. The main console was in the shape of a definite hexagon. A cylindrical tube was situated in the very center of the console with blue light emanating from it. Railings and other panels bordered the platform upon which the console was situated. The tube in the center connected to a large display of rotating rows displaying various Gallifreyan symbols. The console room was in a more definite circular shape with an extra walkway and metal supports. To top everything off, a series of orange and blue circles were spaced evenly along the wall where the second walkway circled around the room.

"I like it," the Doctor said with a nod.

The other Doctor had a look of wonder on his face as he walked around the main console. He took in a deep breath and sighed. "Ah! That good ol' new control room smell!" he exclaimed.

As expected, Derpy was in shock. "It...it's...it's bigger on the inside!" she stated.

"You bet your bubbly flank she is!" The other Doctor continued to dance around the room. "This is the TARDIS, Derpy Hooves. Time and Relative Dimension in Space! This is my ship. My home. The one thing that has stayed with me for a long, _long_ time."

Derpy slowly stepped towards the main console. "You really _are_ an alien."

The other Doctor winked at Derpy. "Told ya."

"And...this is your...ship?"

"Pretty much. I can go anywhere in space and time with this sexy thing."

Derpy was taken out of her state of shock for a moment and proceeded to raise an eyebrow at the other Doctor. "_Sexy_?"

The other Doctor looked worried. "Be careful how you say that! She gets cranky _really_ easily."

Derpy took a step back. "Alien or not, you _are_ crazy." The other Doctor and Derpy proceeded to share a long, cheerful laugh. "So...what now?"

"Now, Derpy, I head off to find a way back to my home dimension."

Derpy's smile faded. "You mean...you _are_ leaving?"

"Yes. I'm leaving. This isn't my universe. I need to get back to my own."

"Will I...will I ever see you again?"

The other Doctor shook his head. "No."

Derpy looked sad for a brief moment. She then smiled and took a few steps towards the other Doctor. "Well, do you think you might need some help with-"

"No." The other Doctor's face became incredibly distant and serious.

"Please can I just-"

"No."

"But you could probably use the-"

"No."

"We made such a good team!"

"I know."

"Aside from Nightmare Moon, you are the most exciting and interesting thing to enter my life. I want to get to know you more. I have so many questions. Please, _please_ can I travel with you for a little bit? At least until you find a way back to your own universe?"

The other Doctor was silent for a brief period of time. He ultimately shook his head. "No, Derpy. This is where we part ways."

It was clear that Derpy was hurt. She tried her best to hold back her tears as she backed away. "Okay. I understand. I'd probably just get in your way. Who'd want to travel with somepony like me anyway?"

"I would," the other Doctor stated suddenly as his expression softened. "In all honesty, Derpy, I would love to have you travel with me. But you can't."

"Why not? Is it because I-"

The other Doctor walked up to Derpy and grabbed her shoulders. "Listen to me, Derpy Hooves. It has absolutely _nothing_ to do with you! You are a unique, capable person...er...pony. You have the potential to be something absolutely spectacular. Don't let your wandering eyes or anyone else make you think differently. You are special, Derpy Hooves." Derpy stopped her crying. However, the other Doctor's eyes became much sadder. "That is why you can't travel with me. Traveling with me is dangerous. I've traveled with many, _many_ different people in the past. Eventually...they leave me, I leave them, or they pay the ultimate price. In the end, they all break my hearts. My last two friends...they were some of those who didn't make it."

"I...I'm so sorry, Doctor."

"I can't force that risk on you, Derpy. I can't let you allow me to do that to you." The other Doctor patted Derpy's shoulders and stepped back. "Go out into that strange world of yours and live. You don't need an old man like me in your life."

Silence fell amongst them. A couple minutes passed before either of them decided to speak once again.

"Thank you, Doctor. Thank you for everything you've done," said Derpy.

"It was my pleasure," the other Doctor replied.

"I...I'll miss you."

The other Doctor chuckle. "Nah. You won't miss me. Give it a few weeks and you'll have forgotten all about me."

"I think it would be a challenge to forget somepony who lives in a blue box that can travel all throughout time and space."

The other Doctor gave an impressed smirk. "Touché."

Derpy flew forward and wrapped the other Doctor up in one last hug. "Goodbye, Doctor."

"Goodbye, Derpy Hooves."

Derpy didn't take the time to take another look at the other Doctor. She ended the hug as quickly as she had instigated it and ran out of the TARDIS. The other Doctor clapped his hooves and the TARDIS doors proceeded to shut. He gave a long sigh before turning around and approaching the main console.

The Doctor stumbled slightly as the scene changed again.

_**Orbit of Castor, Equinox Collection, Twin Galaxy, Space, Autumn, 146 P.C.E.**_

The Doctor looked to see the other Doctor sitting on the floor of the TARDIS control room and examining a calendar. He was now wearing a white collar and a long green tie. "How long has it been now?" he asked as he crossed a day off the calendar. "Five years already? Time sure flies when you're busy finding nothing." He tossed the calendar up into the air. It fell down on one of the main console's panels.

Suddenly, a quick _beep_ rang out and a small compartment opened up under one of the panels. The other Doctor turned around with an expression of shock. "Hello there!" he said before running over to the revealed compartment. "Never seen _you_ before." He reached into the compartment and found a video camera. "Never seen _you_ either." He flipped open the screen and turned the camera on. Upon activating, the camera started with its flip screen displaying its video library. There was only one video in the library. As the other Doctor looked at the video icon, his eyes widened. "Amelia?!"

The Doctor looked as well. The video's icon was indeed showing Amy Pond. Wasting no time, the other Doctor clicked the play button.

The video started with Amy sitting in a chair, which was located in what appeared to be a patio at some sort of fancy resort on the banks of a forested river. "Hello, old friend," Amy started. "And here we are, you and me, on the last page. If you're watching this then me and Rory will have been long gone. I know you've been worrying about us a bit more since New York and I wanted to make this in case...something happens. I just want you to know that our lives were...great. No, perfect. Thanks to you. Both our lives at home and with you were perfect and Rory and I will love you always. I'm afraid that, if something happens to Rory and I, you'll be alone and try to stay alone, which you should never be. Don't be alone, Doctor. Please, _please_ don't be alone. Find someone. Travel with them. Show them the stars. Help them create days that they'll never forget. Take them to sea and fight pirates. Help them find love, meet great painters, save whales in outer space, and everything else in between. Whatever happens, I'm sure you'll never forget us. At least I hope you don't. But I want you to continue living and making friends after us, Doctor." Amy let out a short laugh. "I suppose this where the story of Amelia Pond ends. But just because my story ends doesn't mean yours has to as well." Amy leaned towards the camera and smiled. "Goodbye, Raggedy Man."

The video ended. The other Doctor stared at the camera in silence for a minute. Suddenly, he jumped up and began circling the main console. He hastily pulled down one of the levers. The scene changed just as the TARDIS started to travel.

_**Outside the Home of Derpy Hooves, Ponyville, Equestria, Gaia, Summer, 1001 C.E.**_

The Doctor shook his head following the change in scenery. He was now standing on the porch of Derpy's house. Derpy was drinking a glass of lemonade and staring out at the town past her front lawn. The Sun was shining brightly in the sky and the citizens of Ponyville could be seen going about their daily summer activities.

Just then, the ancient call of the TARDIS began to reverberate through the air. Derpy's eyes widened. She placed her lemonade down and stood up just as the TARDIS materialized in the middle of her front lawn. The front doors instantly opened inward and the other Doctor stepped out.

"Doctor?" asked a stunned Derpy as she slowly approached him.

"Hello, Derpy Hooves," the other Doctor said with an awkward grin.

"You're back."

"Yes. I am. Has anything else exciting happened in the week since I left?"

"_Week_? Doctor, it's been a _year_ since you were last here."

"A year?! Are you sure?"

"Yes, Doctor."

The other Doctor sighed. "Damn. Missed the mark again. Oh well. It's been five years for me so at least _you_ didn't have to wait that much longer."

"_Five_ years?!" Derpy glanced at the TARDIS. "Oh...right...time travel." She let out an amused chuckle. "It took you five years to decide to come back?"

"Well...searching for a hole in the fabric of time and space takes quite a bit of time."

"Why did you stop then? Why come back? I thought you were gone for good."

The other Doctor took a step towards Derpy. "That was the plan."

Derpy tilted her head. "So what caused it to change?"

"I was starting to feel a bit burnt out. Five years of searching with no leads made me feel a bit...tired. Then, out of the blue, I...heh...I found something left behind by an old friend. It didn't help me heal _completely_...but it was enough to show me what I should be doing right now."

"And what's that?"

"Traveling! Exploring! I've spent the last five years moping about and ignoring this amazing new opportunity: experiencing a brand new universe with someone by my side!" The other Doctor awkwardly shuffled his hooves. "That is, if she's still interested."

Derpy's eyes widened again. "Are...are you saying what I think you're saying?"

The other Doctor backed up and presented the TARDIS to Derpy. "Derpy Hooves, will you travel with me?"

Derpy's face went from shock to joy to confusion in almost a flash. "I thought you said it was dangerous."

The other Doctor sighed. "It still is. I don't know what's out there. Especially since this is a different universe from my own. I've only been to a handful of places since I arrived here. I've mostly spent my time hidden away in the TARDIS. There will most definitely be danger. As much as there is excitement and surprises around every turn! I was...in a very dark place when you met me. I had recently gone through...quite a loss. But I know that my friends wouldn't want me to be alone. They'd want me to go out and see the stars with someone." The other Doctor fell silent for a moment. "I'll understand if you don't want-"

Derpy flew forward and wrapped the other Doctor up in a big hug. "Of course I want to travel with you! I've wished I were out there traveling with you every day since you left!"

"Really?! Are you sure?"

"Definitely!"

"As I said, there will be danger every now and then."

"I think I'll be able to manage, Doctor. I've seen Equestria nearly fall into eternal darkness, had a blue box crash through my house, and fought off a bunch of monsters with a rolling pin. And don't even get me _started_ on the parasprites!"

"Parasprites?" The other Doctor shook his head. "Nevermind! You can tell me later! Are you ready?"

"We're leaving right now?"

"Of course! It's a time machine as well, you know. I could take you all over the universe and have you back in time for tea!"

Derpy raised an eyebrow. "Let's not forget that you came back a year later than you originally planned."

"True but at least you didn't wait five years like me."

"Fair enough."

"Are you ready, Derpy Hooves?!"

"Ready, Doctor!"

"Alright then!" The other Doctor and Derpy began to run towards the TARDIS. "GERONIMO!" The other Doctor suddenly stopped running.

Derpy came to a halt and turned around to face the other Doctor. "What's wrong?" she asked.

"Oh nothing. It's just...it's been a _long_ time since I last said that," the other Doctor replied.

Derpy smiled and laughed. "I like it."

The other Doctor smiled back. "Me too."

Derpy turned around and ran into the TARDIS. "GERONIMO!"

The other Doctor quickly followed suit. "GERONIMO!"

The Doctor couldn't help but smile at the sight. The scene changed once again just as the TARDIS started to dematerialize.

_**?**_

The Doctor was surprised to find himself back in the realm of blue and silver. He had only taken a few steps forward when objects began materializing around him. However, the objects passing by him were no longer bits of metal, glass, and wood. It didn't take much examination for the Doctor to deduce that they were broad windows, frames and all.

"Curiouser and curiouser," the Doctor uttered before continuing his walk forward.

The speeds of the floating windows appeared to decrease as they moved closer and closer to the Doctor. Through the clear surfaces of the glass panes, the Doctor saw not through the glass but instead saw frozen images of other events and moments in time.

The first window to pass the Doctor showed the TARDIS in space. The other Doctor was standing in the open doorway. Derpy was floating outside the TARDIS. Her mane and tail were floating upward and the other Doctor was holding onto one of her hind legs.

"All of time and space. Everything that _has_ happened and everything that _will_ happen," echoed the voice of the other Doctor. "Where do you want to start?"

"Everywhere!" exclaimed the voice of Derpy.

The next window showed the other Doctor and Derpy walking through a futuristic city with touchscreen skyscrapers stretching high up into the sky. Derpy was munching on a muffin while the other Doctor was trying on a pair of circular glasses. A unicorn stallion with a black coat, purple and black mane, five point star cutie mark, and dressed in black suit, tie, and hat could be seen watching the duo in the background. He appeared to be whispering into a recording device of sorts.

"These are quite nice. I think I'll keep them," chuckled the voice of the other Doctor.

"The future is great! Apple banana is my new favorite type of muffin!" giggled the voice of Derpy.

"The Doctor is spotted. Will observe for now. Should avoid contact as much as possible," whispered the voice of the suited unicorn.

The following window showed the other Doctor and Derpy running away from a tribe of angry zebras.

"This isn't what I had in mind when you said we'd do something _relaxing_!" said the voice of Derpy.

"It's not like I meant to destroy their sacred statue!" scoffed the voice of the other Doctor.

The next window showed the other Doctor and Derpy surrounded by Cyberponies in a dark cavern.

"PREPARE TO BE UPGRADED!" ordered the voice of one of the Cyberponies.

"Doctor...you've got a plan, right?" asked the voice of Derpy nervously.

"Of course I do! I just need a minute to add in the final touches," replied the voice of the other Doctor.

The window after that showed the other Doctor, Derpy, and Twilight Sparkle trapped between a wall and an army of Weeping Pegasi.

"Who are you two and what are those things?!" asked the voice of Twilight.

"I'm a Time Lord, she's a pegasus, and those are Weeping Angels!" replied the voice of the other Doctor. "Whatever you do, don't blink!"

"The lights are going out, Doctor!" shrieked the voice of Derpy.

The next window showed the other Doctor standing in a doorway with an awkward expression on his face. Derpy was in the room trying on a pair of socks. She was frozen in an incredibly uncomfortable position.

"Derpy?" called the voice of the other Doctor. "I was just wondering if...uh-"

"GET OUT!" shouted the voice of Derpy.

The following window showed the other Doctor and Derpy laying down in a grassy field at night and watching the stars of an alien solar system up in the sky.

"Can I just say...traveling with you...I love it," said the voice of Derpy.

"Glad to hear it. It would be a disappointment if you hated it," joked the voice of the other Doctor.

The window after that depicted the other Doctor and Derpy in Ponyville. The strange unicorn from earlier was there as well.

"It's a pleasure to meet you. I'm Warden," stated the voice of the unicorn.

"Likewise. I'm the Doctor," responded the voice of the other Doctor.

"And I'm Derpy!" exclaimed the voice of Derpy.

The following window showed the other Doctor and Derpy in a grim orphanage in a steampunk civilization. They were talking to two unicorn fillies. The oldest unicorn had a light purple mane striped with an even lighter shade of purple, a pink coat, and a cutie mark consisting of three diamonds. The youngest unicorn had a blonde and tan striped mane, a gray coat, and no cutie mark.

"I'm Sparkler and this is my sister Dinky," stated the voice of the oldest unicorn. "We've been here for a long time."

"We just want somepony to love us. Is that too much to ask?" asked the voice of Dinky with a sobbing tone.

The next window showed the inside of the TARDIS with the other Doctor smiling as he watched Derpy wrap Sparkler and Dinky in a big hug.

"You really want us to come with you?!" asked the joyful voice of Sparkler.

"Yes!" replied the voice of Derpy.

"We found a momma, Sparkler!" cheered the voice of Dinky. "We finally found a momma!"

The window after that showed the other Doctor and Derpy watching fireworks in Ponyville alongside Sparkler, Dinky, and Warden.

"Four years of traveling," said the voice of the other Doctor.

"Two for us," the voice of Sparkler corrected.

"I don't understand you sometimes, Warden," whispered the voice of Derpy.

"I care about you, Derpy. You need to be careful around the Doctor. You can't trust him," the voice of Warden whispered back.

One final window appeared showing the other Doctor and Derpy confronting Discord.

"I must say, you are the most entertaining pony I've met in quite some time," the voice of Discord teased.

"Good to know," stated the voice of the Doctor.

"We'll beat your game! Nopony can best the Doctor and I!" exclaimed the proud voice of Derpy.

The Doctor braced himself as the window came flying towards him. The surface collided with his skin and the scenery around him was altered once again.

_**The Caverns of Truth, Badlands, Equestria, Gaia, Autumn, 66 P.C.E.**_

The Doctor found himself standing in the middle of a vast cavern. The walls were illuminated by glowing rocks and radiant sapphires. The chamber had an immediate beautiful quality; but it wasn't hard to notice that something dark hid beneath the mask.

The other Doctor entered the scene. Sweat was dripping from his brow and his breaths were quick and hoarse. "Derpy?! Derpy, where are you?!" he called with a panicked tone.

The mocking laugh of Discord permeated the air. "Don't worry about your friend, Doctor. She'll be fine," laughed the voice of the mischievous draconequus.

"Discord! What have you done with Derpy?! Show yourself!" The other Doctor pulled out a green-tipped sonic screwdriver and began examining the entire chamber with it. "Face me!"

A loud yawn echoed through the chamber. "I must admit, Doctor, I've grown bored of our little game. I think it's time for you and your friend to go on back to wherever you came from."

"I refuse and so will Derpy. We could never leave this place with the knowledge of what you're doing to these ponies!"

Suddenly, Discord appeared right in front of the other Doctor. His eyes glowed bright yellow as he placed one of his talons on top of the other Doctor's head. "Then I suppose some _persuasion_ is needed then."

The other Doctor had no time to react as a small spark emanated from Discord's talon and magical energy consumed his entire body.

The Doctor jumped slightly as darkness filled the entire chamber, shrouding everything in a blanket of pitch black. All he could hear were the sudden terrified screams of the other Doctor.

"What...what is _that_?!" asked the voice of the other Doctor.

"The Truth, Doctor. The Truth," chuckled the voice of Discord in return.

"No. No! It's impossible! It can't be true! I refuse to believe-"

The other Doctor's shrieks were cut short as the Doctor felt the scene begin to change.

_**Outside the Caverns of Truth, Badlands, Equestria, Gaia, Autumn, 66 P.C.E.**_

"How did I end up out here?!" the Doctor heard the confused voice of Derpy ask as the new scene faded in. The Sun sat high in the sky and sent down continuous waves of heat and light upon the scorched land that was the Equestrian Badlands. The Doctor turned to his right to see a frantic Derpy looking around in every direction possible. Her attention was soon focused on the nearby rock wall. "The cavern entrance is gone!"

The Doctor looked at the wall. A dark imprint was left on the dusty surface. Something had definitely been there before but it was clear that magical means had been used to nearly perfectly erase its traces. The Doctor turned away from the wall to see the other Doctor's TARDIS sitting a few yards away from a high cliff. In front of the open TARDIS doors sat none other than the other Doctor.

"Doctor!" gasped Derpy as she ran towards the still stallion. The Doctor got a bad feeling in the pit of his stomach as he galloped after Derpy. Once he and Derpy reached the other Doctor, it was no mystery why he felt that way.

The other Doctor's coat was no longer warm chestnut but was instead a light gray. He brown mane was now deep black. His eyes appeared lifeless and cold. When he turned to look at Derpy, his expression refused to show any emotion aside from sadness.

"Doctor?" asked the confused Derpy. "What happened to you?!"

The other Doctor slowly stood up. "Come on, Derpy," he ordered with an emotionless tone. "It's time for us to go."

Derpy's confusion faded to show a small smile. "You already defeated Discord? I knew you could-"

"No. I didn't." Silence fell. No sound could be heard aside from a tiny wind blowing across the desert.

"Then...why are we leaving?" Derpy managed to ask.

"There's nothing more we can do. It's pointless," the other Doctor replied.

Derpy was stunned. Her jaw dropped as she watched the other Doctor approach the TARDIS. She then suddenly flew in front of him and landed in between the other Doctor and the open TARDIS doors. "What do you mean that there's nothing more we can do?! There's _always_ been something we could do! It was _never_ pointless!"

"There's no use arguing, Derpy. Let's just go where we belong."

Derpy shook her head. "No, Doctor. We need to stay! There are ponies who need us! Remember what you told me when Merry was taken by the Old God?" Derpy took a step towards the other Doctor. "We _don't_ walk away."

Suddenly, the other Doctor grabbed one of Derpy's wings with his teeth and began to pull her into the TARDIS. "We do now."

Tears were beginning to form in Derpy's eyes as she was dragged through the TARDIS doors. "Doctor, stop! You're hurting me!" The doors slammed shut.

The Doctor stood in silence as the scene changed once again.

_**The TARDIS, Time Vortex**_

The Doctor watched as the other Doctor finished working the controls on the main console. Derpy was leaning against the railing a couple feet away. She was nursing the bruise on her wing all the while looking at the other Doctor with a hurt expression.

The other Doctor looked at Derpy with a cocked head. "What's that face for?" he asked.

"How could you do that?" she asked, almost on the brink of tears.

"Do what?"

"You know what!"

The other Doctor shrugged his shoulders as if he had made a simple mistake like forgetting to take out the trash. "What's done is done."

"We need to go back, Doctor."

"No. We don't need to go anywhere. We're staying right here. For good."

Derpy slowly approached the other Doctor while making sure to keep her injured wing relaxed. "What? No more travelling? We're just going to stay in Ponyville-"

"Ponyville?" The other Doctor raised an eyebrow. "I didn't say anything about Ponyville."

Derpy's eyes widened. "Then where are we?!" She began to make her way towards the TARDIS doors.

"I wouldn't open those, if I were you," warned the other Doctor with an uncaring tone.

Derpy pulled the doors open to find herself staring out into an abyss of swirling darkness. She gasped and jumped back. The other Doctor clapped his hooves and the doors slammed shut.

"Where...what _is_ that?!" Derpy asked.

"The Time Vortex. What we've always traveled through to get where we wanted to go," the other Doctor replied. "Here, we're safe. Here, we won't have to worry about anything else ever again."

Derpy looked at the other Doctor. She stomped towards him and came to a halt only when her face was a few inches from his. "Why, Doctor?! Why are you acting like this?! What happened to you?!"

"I saw the Truth, Derpy."

"The Truth?"

"Everything makes sense now. No matter what you do, no matter how good you are, no matter how hard you try, the universe will always screw you over. The universe simply doesn't care; and neither do I."

The other Doctor turned his attention back to the main control console. Derpy stood in stunned silence for what felt like an eternity. The Doctor approached Derpy and reached a hoof out as if to attempt consoling her. As expected, his hoof phased right through her.

"Let's go home, Doctor," Derpy said spontaneously. "I think you need some rest. Just some time to relax and clear your head."

"This is our home, Derpy."

"No it isn't! Ponyville is our home! It's been your home for five years and it's been mine for my entire life! Please! Let's go back!"

"How could that possibly be a home? A pitiful town in an ignorant world? Why would _you_, of all ponies, want to go back?"

"There are ponies there who I care for. Ponies who care for me. Ponies who care for you!"

The other Doctor let out a chilling, mocking laugh. "Oh, Derpy. Blissfully ignorant Derpy. Do you _honestly_ believe that? A town full of ponies who barely acknowledged your existence?"

"That's not true! I have friends there! I have loved ones there!"

"Really? I don't recall you ever bringing anypony over to your house."

"Have you really forgotten about Sparkler, Dinky, and Warden?!"

"Warden is untrustworthy. Sparkler and Dinky are just desperate freeloaders. They were desperate to have somepony take care of them and they found you. Gullible you."

Tears began to form in Derpy's eyes. "How can you say something like that? About them? About me?!"

"Ha! You think _I'm_ being mean? You have no idea what other ponies say behind your back!" The other Doctor began to bear down on Derpy. "Idiot! Useless! Nuisance!"

Derpy covered her ears. "Stop it!"

"Crazy! Embarrassing! Disgrace! There is no love for you back in Ponyville! There is no love for you anywhere in the universe!"

"You're lying! You're a liar! Ponyville is my home! I want to go home!"

The other Doctor shook his head and sighed. "Fine. You want to go home? I'll take you there." He walked over to the main console and violently pulled one of the levers down.

_**Outside the Home of Derpy Hooves, Ponyville, Equestria, Gaia, Summer, 1006 C.E.**_

The TARDIS shook significantly as it landed. "Here you are," stated the other Doctor coldly. "You're _home_." He clapped his hooves and the TARDIS doors flung open. "Now get the hell out of my TARDIS."

Derpy looked at her front yard through the TARDIS doors and then back at the other Doctor. "Doctor," she pleaded.

"I don't think there's anything left to say. Get out."

"No, Doctor. I don't know what's happened to you but I'm going to fix it! We're best friends. That's what friends do for each other."

"Exactly. I tried to help you see the Truth. I wanted to help you stay away from this town. But you clearly don't want my help. You want to continue living in your ignorance. So be it." The other Doctor began to slowly approach Derpy. "Now...do I have to repeat myself, Derpy Hooves?"

Derpy pushed her chest forward and stood firm. "I'm not going anywhere, Doctor. Not without you. Please, let's just go back in my house and rest a bit. I'm sure Princess Twilight can find some way to-"

The punch arrived without any warning and was joined with a sickening _crack_. Derpy fell back onto the floor. Her nose was now leaking streams of blood. Tears started to roll down her cheeks. The other Doctor still had his right forehoof raised as he stood over the fallen Derpy. As he looked down at the hurt pegasus, his form started to flicker between his original self and his current darker self. Derpy looked confused but had no time to ask questions. The other Doctor picked her up and pushed her towards the open doorway.

"Please go before I hurt you any further," the other Doctor said with as much care he was able to force out of himself.

Derpy gasped as she was pushed through the doorway. The other Doctor hastily clapped his hooves and the doors shut and locked behind him. Derpy began pounding on the outside of the TARDIS. "DOCTOR! DOCTOR, COME BACK! PLEASE DON'T GO! LET ME HELP YOU! PLEASE!" she cried.

The other Doctor looked back at the closed doors, his form still flickering back and forth.

"Don't be alone, Doctor," spontaneously echoed the voice of Amy Pond. The other Doctor frantically looked around the room but saw that he was alone.

The other Doctor's form stopped flickering. He nodded his head as he approached the main controls. "Just how I like it," he muttered as he pulled one of the levers down.

Just as the scene started to change, the Doctor noticed that a pair of wings was starting to protrude from the other Doctor's back.

_**Overlook Hill, Ponyville, Equestria, Gaia, Winter, 1006 C.E.**_

The new scene brought the Doctor to a hill that was just beyond the edge of Ponyville. The entire town and the land around it was cloaked in a soft layer of snow. He could just make out Sweet Apple Acres in the distance but was surprised to see a crystal castle of sorts standing a little ways away at the edge of town.

"That's...new," the Doctor commented. He then noticed the TARDIS standing a few feet away from him. At that moment, the doors opened and out stomped the other Doctor.

His coat and mane seemed slightly darker now and his wings were now fully grown and developed. His green tie was also now replaced by a black bowtie. He let out an annoyed groan upon seeing the town before him. "This is the _twelfth_ time you've brought me back to this town!" he snapped upon glancing back at the TARDIS. "Fine, if you want to be difficult, we can stay here for a while then. But I'm _not_ coming out!" The other Doctor turned around and walked back into the TARDIS. The doors proceeded to loudly slam shut.

The Doctor looked just in time to see Sparkler walking up the nearby path. She looked slightly older than she had when the Doctor had last seen her. She froze in her tracks upon noticing the TARDIS. Without a moment's hesitation, she vanished in a flash of light.

Just then, the Doctor turned around to see a peculiar earth pony stallion approaching the TARDIS. He had a blue coat, a blond mane, golden eyes, and an hourglass cutie mark similar to that of the Doctor's; though, it was at a slightly different angle. He was wearing a white collar with a red bowtie.

A devious smile appeared on his face as she stood next to the TARDIS. "Well, this unexpected trip just got a lot more interesting," he said with a chuckle.

The Doctor felt a chill course through his body as the scene was changed once again.

_**?**_

The Doctor was somewhat glad to be back in the calm blue and silver realm. As was the case with his previous visit, the realm was crowded with floating windows filled with frozen glimpses into random points of time.

The Doctor sighed. "Looks like we're doing this again," he deduced. "Alright then." The Doctor casually strolled towards the windows.

The first window showed Derpy standing outside the TARDIS. Mounds of snow surrounded the blue box.

"Please come out, Doctor!" pleaded the voice of Derpy.

"Don't make me hurt you again, Derpy," growled the voice of the other Doctor. "Go away!"

The next window showed the Doctor being confronted by the mysterious blue stallion inside the TARDIS.

"You know who I am," laughed the voice of the stallion. "Say my name."

"You're...the Master," stated the angry voice of the other Doctor.

The following window showed the other Doctor standing over a pegasus stallion lying on the ground. The stallion had a dark blue coat, a light blue mane, and had a cutie mark consisting of a constellation of stars. He was wearing a white dress shirt and a black vest.

"Why _hello_ there," teased the voice of the stallion.

"It can't be," uttered the voice of the other Doctor. "Jack?! Jack Harkness?!"

The window after that showed a bruised Derpy sitting in her bedroom with Sparkler and Warden.

"He needs my help. I can save him. I know I can!" argued the voice of Derpy.

"Please, Derpy. Stay away from him," pleaded the voice of Warden.

"I...I think the Doctor we knew is long gone," stated the voice of Sparkler.

The next window showed the other Doctor tied to a chair. The stallion that was the Master stood over him with a furious expression.

"Enough games, you piece of trash!" shouted the voice of the Master.

"Who's playing games? I hate games," responded the voice of the other Doctor.

The following window showed the pegasus that was Jack Harkness sitting at a cafe with Warden.

"You remind me of myself a bit," said the voice of Jack. "Who are you really, Warden?"

"A friend to everyone...except the _Doctor_," replied the voice of Warden.

The next window showed the other Doctor standing over an incredibly bruised Derpy. The other Doctor's form was obviously flickering again.

"Why do you keep coming back?! You know I can't stop!" pleaded the voice of the other Doctor.

"I'm not giving up on you," croaked the voice of Derpy.

The window after that showed a slightly older Dinky standing over the beaten and bruised other Doctor. Dinky now had a cutie mark consisting of five four-pointed yellow stars. A bloody brick was being levitated by Dinky's magic. An injured Derpy and frightened Sparkler looked on.

"If you ever touch my mother again, I WILL KILL YOU!" shouted the voice of Dinky.

The following window showed Jack and the Master at the edge of Ponyville at sunset.

"You could come work for me, Jack," said the voice of the Master. "Believe me, you'll find more of a purpose with me than with the Doctor."

"No thanks," replied the voice of Jack coldly. "I'd much rather deal with how the Doctor is now than work for you. There's a chance for him. I know it."

The next window showed Ponyville Hospital in flames. The other Doctor and the Master were standing in its shadow.

"Look at what you've done!" shouted the voice of the other Doctor.

"No, Doctor," said the voice of the Master darkly. "Look at what _you've_ done."

The final window showed Derpy talking to a strange earth pony stallion in Sugar Cube Corner. The stallion had an orange coat and a dark brown mane. He was wearing a red velvet shirt, a long black coat, and a large black top hat with a black ribbon tied to it.

"Really?!" asked the excited voice of Derpy. "You know how to help my friend?!"

"Yes," replied the voice of the stallion. "I've traveled to many different worlds. One important piece of information I've picked up along my travels is that true love's kiss can break _any_ curse."

The Doctor readied himself as another window came flying towards him and sent him off to the next point in time.

_**Overlook Hill, Ponyville, Equestria, Gaia, Autumn, 1010 C.E.**_

The Doctor looked down to see the other Doctor asleep against the outside of the TARDIS doors. He jerked awake at the sound of approaching hooves. The Doctor and the other Doctor simultaneously looked at who was trotting up the nearby path. It was Derpy.

The other Doctor slowly stood up. He didn't look angry or threatening. Instead, he looked sad and almost a bit frightened. "Four years," he sighed with a sad smile. Derpy came to a stop a couple yards away. "You never give up, do you? No matter what I say, no matter what I do, you always come back."

"You may have given up on yourself, Doctor, but I haven't," stated Derpy confidently.

"I've said this a million times before and I'll say it again: go home, Derpy." Derpy began to slowly approach the other Doctor. "Please. Before I hurt you...again." Derpy continued to walk towards him. "Dinky's going to murder me if I touch you again. Please don't make me hurt you again."

Suddenly, Derpy sprang forward. Before the other Doctor could react, Derpy wrapped her forehooves around his torso and kissed him dead on the lips. For a moment, the other Doctor was in shock. As the seconds passed, he gradually became involved with the kiss. He closed his eyes and hugged Derpy back.

For what felt like an eternity for the Doctor, Derpy and the other Doctor remained bound in their sign of mutual affection. The Doctor noticed that the other Doctor was starting to slowly revert to his original color scheme.

Derpy slowly broke the kiss and smiled when she noticed what was happening. "It's working!" she exclaimed joyfully.

"Derpy," the other Doctor uttered. "I...I-"

"That stallion with the hat was right!"

A smile was beginning to form on the other Doctor's face when the sound of a cocking gun permeated the air.

"Step away from him, Derpy!" ordered Warden as he stepped towards the couple. He was wielding what the Doctor could best describe as a steampunk handgun made for ponies.

"Warden?!" asked a surprised Derpy. "What are you doing?!"

"This has gone on for long enough, Doctor! I should have taken care of you when I had the chance; but I was foolish enough to wait it out."

"I knew it," stated the other Doctor with a glare. He dark color scheme was gradually returning to normal. "From the moment we met, I knew."

"Warden, stop!" shouted Derpy.

"Move, Derpy," Warden ordered.

"Not until I know the truth!"

Warden sighed while still keeping his weapon aimed at the other Doctor. "My real name isn't Warden. It's Tesseract Comet. I'm a Time Agent from 5000. I was sent on a mission to keep an eye on the Doctor. Many tragic events in history are connected to him. What happened at Ponyville Hospital will only be the first of many if I don't put a stop to him!"

Derpy was in shock for a moment. She then shook her head and stepped further between the other Doctor and the stallion who she now knew as Tesseract Comet. "Listen...Tesseract. Please don't hurt the Doctor! I'm close to saving him. Please trust me!" she pleaded.

Tesseract refused to lower his weapon. "I'm sorry for lying to you, Derpy; but I want it known that I truly do care about you. However, even though you're my friend, I can't afford to let the Doctor go."

"Please! Don't-"

Suddenly, the other Doctor pushed Derpy aside. Derpy fell to the ground. She looked at the other Doctor in horror. The other Doctor turned to face Tesseract.

"Go ahead and do your job. There's no hope for me," said the other Doctor with a lowered head.

"No! I was so close!" Derpy cried under her breath as she started to sob. "Please! He can't die!"

"Warden! Stop!" cried Jack as he started to fly down from the sky. Tesseract wasn't listening. He readied his weapon and prepared to fire. "STOP!"

The gunshot rang out. The Doctor's hearts stopped as he saw what happened next.

"No!" cried Tesseract in horror.

The other Doctor looked up. The Doctor was frozen. Derpy has jumped in front of the other Doctor. A bloody bullet hole was now situated right where her heart was. The pegasus slumped over and fell to the ground.

"Derpy?!" cried the other Doctor as he knelt down and held the injured Derpy in his forelegs. Jack came down and knocked Tesseract out with a swift kick. The gun slid off Tesseract's hoof and landed on the ground a couple feet away. The other Doctor started to flicker between his original and present selves. "Derpy?! Derpy, hold on!" He took his bowtie off, wadded it up, and pressed it against the wound in order to try stopping the bleeding. "Why?! Why would you do that?!"

"Because...I'm your friend. I...care about you," Derpy replied. She coughed violently as trails of red emanated from her mouth. "I...I love you, Doctor. I should have...told you that...a long time ago." A smile grew on Derpy's face. "At least...you know...now."

"Please, hang on, Derpy! Just hang-" The other Doctor fell silent. Derpy grew limp in his forelegs. The Doctor slowly approached Derpy's side. He could hear one last breath escape her lips. Her eyes became glossy and lifeless. She was gone.

The Doctor immediately turned away. Even though she wasn't the Derpy from his world, it still made him feel sick to even think of the image of his Ponyville friends cold and dead.

"Derpy?" asked the other Doctor with a shaky voice.

Jack slowly stepped towards the other Doctor and the departed Derpy. "Doctor," he started. "I-"

"Derpy? Derpy...please." The other Doctor's head started to shake back and forth violently. The flickering of his color scheme became progressively more erratic with each passing second. He started to sound off names like a glitch. "Katarina! Sara! Adric! Kamelion! Peri! Alistair! River! Amy! Rory! Derpy!" Then...he stopped.

The Doctor and Jack shared equally disturbed expressions as the other Doctor slowly placed Derpy's body on the ground and stood up. He stepped over her body and began to walk down the hill. He had stopped flickering and was now back to being in his full dark color scheme. His eyes were frozen wide open. One of them was twitching wildly.

"Doctor," Jack uttered.

The other Doctor paid him no attention. He simply walked over to Tesseract and looked down at his unconscious body. His eyes slowly trailed over to the gun that been used to inadvertently take Derpy's life. He cautiously approached it.

Jack began to give the other Doctor a suspicious glare. "Doctor?"

The other Doctor bent over and picked the gun up. He turned around and looked down at Tesseract.

Jack cautiously started to edge his way towards the other Doctor. "Doctor...I know what you're thinking."

"Do you, Jack?" asked the other Doctor as his head instantly snapped in Jack's direction. "Do you _really_?"

Jack shrugged his shoulders. "Well, it's not hard for me to put two and two together here, Doctor. Just put the gun down." The other Doctor continued to hold the gun tightly in his hooves. "It won't bring her back."

"Of course it won't. Nothing will. Just like all the others. _Nothing_ will bring them back." An amused smile appeared on the other Doctor's face. "I finally realize what was keeping that part of me alive. The part of me who was so _desperate_ to forget the Truth and go back to being the madman with a box." He gave a quick, chilling laugh. "But now that part of me is dead. Like..._her_."

"Doctor-"

"And stop calling me that. The Doctor died today. The universe takes everything away. Today, it took away what was left of the Doctor. Now, _everything_ changes!" The other Doctor aimed the gun at Tesseract.

Jack ran towards the other Doctor. "WAIT!"

Three bullets were shot into Tesseract's skull. Jack stopped in his tracks with a look of shock etched into his face. The stallion that was once the other Doctor looked at Jack with the widest and most sadistic smile he could muster. "Today, the Valeyard will start taking everything from the universe!"

The Doctor felt himself grow incredibly cold. Silence fell on the hilltop. Jack slowly started shaking his head. He was clearly refusing to accept that his friend was now completely beyond help.

The Doctor felt the cold inside him get replaced by intense heat when a loud _crack_ shot through the air. A bright light lit up the hilltop from right behind Jack.

The Valeyard looked on in awe. "Incredible!" he exclaimed as a surprised Jack was sucked into the dimensional rift. For the brief moment before it disappeared, the Valeyard took his time to examine every part of the rift. Another _crack_ rang out as the rift disappeared. Another wide smile appeared on the Valeyard's face. "Perfect." He started to casually walk towards his TARDIS. "This will take some time looking into."

The last thing the stunned Doctor saw before the scene changed was the Valeyard stepping over the mangled body of Derpy Hooves.

_**Castle of Twilight Sparkle, Ponyville, Equestria, Gaia, Autumn, 1005 C.E.**_

The Doctor looked to find himself standing in the middle of a library. Or rather was appeared to be the library wing of a castle. The bookcases stretched up to the ceiling and sunlight poured in through a nearby gargantuan window. The Doctor felt a bit of happiness course through him when he saw Twilight Sparkle enter. However, he immediately noticed that this Twilight had a pair of wings.

"When did _that_ happen?!" the Doctor asked as he looked at the wings. "I...I'm not sure whether I like that or not."

Just then, without any noise, the TARDIS materialized in the middle of the library. The Doctor was quite puzzled by this. Twilight looked a bit surprised but still smiled when the doors opened. Out stepped the Valeyard.

"Good afternoon, Doctor," said Twilight.

The Valeyard twitched upon hearing his old alias but appeared to let it slide. "Afternoon, Twilight," he replied with the friendliest voice he could muster.

Twilight raised an eyebrow as she examined the stallion before her. "So...what's with the new look?"

"Must have traveled back to before he changed," the Doctor deduced.

"I'm trying something out for Nightmare Night," the Valeyard lied. "What do you think?"

"It's nice. Of course, I prefer your normal look." Twilight chuckled and the Valeyard gave a short forced laugh. "So what brings you to my library?"

"A question just popped into my head and I knew that only you could answer it. I'm always seeking new knowledge, you know."

"I do. You know that I can definitely relate. So what do you want to know?"

"This is mostly a question of curiosity and I hope you don't mind me asking. I've been pondering this for quite some time but never found the right time to ask it. Are you immortal like Princess Celestia and Princess Luna now that you're a princess?" Twilight gave a bit of a tired expression. "I'm guessing this is something you get asked often."

"Pretty much, but I'm happy to answer you! No, I'm not immortal. The option was there but, like Cadance, I turned it down. I'm fine living a bit longer than the average pony but I'm not up for living forever."

"Understandable. Although...that raises another question."

Twilight looked interested. "And what would that be?"

"Are there _other_ ways for ponies and other creatures to become immortal?"

Twilight stroked her cheek. "Well, aside from being granted by another immortal alicorn, the only other way for that to happen is for a creature to be immortal naturally. Like a draconequus."

The Valeyard nodded. "Such as Discord."

Twilight rolled her eyes. "Don't remind me of him. That particular draconequus can remain a statue for all eternity for all I care." Twilight stopped talking for a moment and began to stroke her chin. "Huh. That actually reminded me of another method for somepony to gain immortality."

"A third?" asked the Valeyard with the most convincing amount of genuine surprise he could apparently pull off.

"Yes." Twilight flew up into the air and began to searching through one of her bookcases. She eventually pulled out a green book and descending back down to where the Valeyard was standing. "But if I remember correctly...ah, here we go!" The Doctor and the Valeyard stepped in closer. "Paramae."

The Valeyard looked intrigued. "Paramae?"

Twilight nodded. "Yes." Her eyes darted as she quickly scanned the page. "Oh...oh my."

"What?"

"It appears I forgot more about these than I originally thought. This is _very_ dark, ancient magic from way into our world's past. Probably even before Star Swirl the Bearded's time."

"Interesting. So what exactly is...Paramae?"

"It's the impure way for somepony to become immortal. Especially because only those with the darkest souls can succeed in performing an act like this." Twilight took an uncomfortable breath as she continued. "Paramae are essentially objects that are used to protect part of one's soul."

"Part of one's _soul_?"

"Yes. Somepony with the darkest of hearts must take a life and then immediately perform the specific ritual described in this book in order to transfer their soul into the object. Once the object has been turned into a Paramae, it becomes mostly indestructible. The Paramae would only be destroyed if it were damaged beyond any sort of physical repair. As long as somepony has at least one Paramae, they basically become immortal. They can always get hurt but the Paramae will keep them from completely dying or aging."

"Why does that sound so familiar?" the Doctor asked aloud with a gulp.

"That's incredibly fascinating," the Valeyard stated. "Would you mind if I looked at that book for a bit longer? There is still so much about this world of yours that I'm interested in learning about."

"Sure!" Twilight replied before handing the book over. "Just promise me you won't be going out and making any Paramae."

The Valeyard and Twilight shared a hearty laugh. "Of course, your majesty."

Twilight started to walk away when she suddenly turned back. "And, for future reference, you can just knock on the front door. You can visit anytime you want. You don't need to use the TARDIS to visit my library."

"I was lazy today."

Twilight giggled. "Oh! Is something wrong with the TARDIS by any chance?"

"Why do you ask that?"

"It didn't make any sound when it materialized."

"Oh! The sound you always hear is me leaving the brakes on."

"The brakes?!" asked a stunned Doctor.

"I normally leave them on because I like the sound but I decided to turn them off while coming here. I didn't want to disturb you," the Valeyard explained.

"Oh you could never disturb me, Doctor." Twilight said with a smile before heading out of the library. "Happy reading! Spend as much time here as you like!"

"Thank you, Twilight!" Once Twilight was gone, the Valeyard turned around and began heading over to one of the tables. "Now let's learn more about this ritual. I've grown a liking to this form and I'm going to need a lot of time for me to accomplish all of my goals."

"That...does not sound good," the Doctor stated just as the scene changed again.

_**Home of Derpy Hooves, Ponyville, Equestria, Gaia, Autumn, 1010 C.E.**_

The Doctor saw that he was now in Derpy's living room. Sparkler and Dinky were sitting on the couch. Each were busy reading. It was nearly nightfall. The orange light of the sunset was peering through the nearby window.

"Mom's not usually out this late," Sparkler stated.

Dinky slowly looked up from her book. "You don't think she went to see _him_ again, do you?" she asked.

"Let's not go there right now. Maybe she's just hanging out with Warden or something."

Dinky scratched her chin. "I don't know. She'd normally tell us if she were going to be home late."

The Doctor could see the TARDIS materialize in the middle of one of the hallways. As was the case in Twilight's castle, there was no sound to be heard. The doors slowly opened and the Valeyard stepped out. He was wearing a long black coat now.

Sparkler's ears twitched as the sound of the Valeyard's hoofsteps apparently reached her. "Who's there?!" She jumped off the couch. Her horn was glowing brightly.

The Valeyard didn't hesitate to step into the light of Sparkler's horn.

"_You_!" snarled Dinky as she stood up. "I _knew_ you had something to do with Mom not coming home! What have you done to her?!"

"Nothing," the Valeyard responded.

"Horsefeathers!" snapped Sparkler as she stepped forward. "Why else would you show up here?! Where is she?!"

"I'll kill you if you hurt her again!" shouted Dinky.

"Your mother is dead," the Valeyard stated with a chillingly nonchalant attitude. Before Sparkler and Dinky had any time to react to the terrible news, the Valeyard suddenly reached into his coat and pulled out Tesseract's gun. The Doctor hastily turned around just as the Valeyard aimed the gun at the two sisters.

The Doctor wasn't sure who was killed first. All he knew was that one was shot a split second before the other. The sound of the two gunshots and the bodies falling to the floor echoed against the Doctor's inner ear. Once the unforgivable act was over, he turned around.

The Valeyard looked down at the departed sisters. His face showed no change in emotion. He reached into his coat and pulled something else out. The Doctor instantly recognized it as the video camera which had been used to record one final message from Amy Pond.

"Alright then," the Valeyard said as he knelt down next to the bodies. A dark smile slowly appeared on his face. "Let's get started, shall we?"

The Doctor felt a wave of nausea pass over him as the scene faded away.

_**?**_

The Doctor's return to the blue and silver realm was coupled with unexpected events. The realm was no longer calm and peaceful but glitchy and violent. The colors of blue, silver, red, and orange flickered in and out all around him. Windows flew past him but all were filled with nothing but static. The Doctor thought he saw the Valeyard, the Master, and Discord in one window but it went by too fast for him to be completely sure. The silence of the realm was now replaced by the sounds of angry shouts, frightened screams, loud explosions, firing lasers, and an ominous cloister bell. The Doctor had hardly any time to fully take in the confusion of the realm before another window came crashing down on him in order to send him to the next event.

_**Dark Dungeon, The Enchanted Forest, 300**_

The Doctor wasn't very keen about where he now found himself. He was in the middle of a long underground hallway. Torches hung from the walls, casting eerie shadows all over the place. He looked and saw that the end of the hall closest to him was a cell of sorts. Within the shadowy confines of the cell, the Doctor could just barely make out what appeared to be a man with sparkling skin, messy hair, and ragged clothing that had once been reasonable formal attire.

"So, this is Rumplestiltskin: the infamous _Dark One_," chuckled the voice of the Valeyard. The Doctor turned around to see him approaching the cell. It was as if he had appeared out of thin air.

A giddy laugh emanated from the strange man known as Rumplestiltskin. He stood up and walked towards the bars of the cell. His fingers wrapped around two of the bars like long spider legs. "I was expecting you, _Doctor_," laughed the imp.

The Valeyard looked like he was about to snarl. "_The Doctor_ has been dead for centuries. I'm the Valeyard."

"Are you sure? There might be another name in your future."

"Names are not what I'm here for. I'm orbiting a supernova just to make this trip possible."

"Yes. I'm aware that you've traveled a long way to see me. You want to know about the rifts."

An amused smile appeared on the Valeyard's face. "It looks like my research about you being able to see the future proved correct. Right now, knowing my future would prove to be quite helpful."

Rumplestiltskin pointed a finger upward. "Ah! You must have missed the fact that I don't just hand out information."

"I expected as much. You want to make a deal." The Valeyard's smile grew even wider. "You tell me about the rifts and where they lie in my future and I'll tell you some future info about your son: Baelfire."

Rumplestiltskin's smile faded. "How do-"

"I've done my research. I may not be able to tell my future but I happen to know a bit about yours."

"I wouldn't go around lying to the Dark One if I were you."

"Please! What could you do to me from in there anyway? Besides, I didn't come all this way to lie. What I know about you is the complete and honest truth." Rumplestiltskin was silent for a brief moment. "Fine. I understand if you've lost hope and don't care about any information involving your precious _Bae_."

"Wait!" Rumplestiltskin reached through the bars as if to pull the Valeyard towards him. "Deal. It's a deal. But you have to speak first!"

"Fair enough." The Valeyard cleared his throat. "Your son is still alive. He's in the world the Dark Curse is going to send you. And, remember this. No matter what happens, you will be reunited with him in the end." A spark of genuine joy seemed to flash through Rumplestiltskin's eyes. "Your turn now, Dark One."

"The rifts...are of your own making."

The Valeyard looked dumbfounded. "What?"

"It's true. The rifts are products from a machine you will create at some point in your future. You better start right away, if I were you. Your..._TARDIS_ is losing patience with you."

"Losing patience?"

The Valeyard's eyes grew wide as Rumplestiltskin let out a giddy laugh.

The Doctor stepped back as the scene changed once again.

_**Castle of the Valeyard, Rainbow Falls, Equestria, Gaia, Winter, 3500 C.E.**_

The Doctor looked up. The room he was now in seemed to be ripped straight from an old monster movie. Gray brick walls. Electric Sparks. Everything.

It didn't take much effort for him to notice the machine in the center of the room. He instantly recognized it as the bare structure of what would eventually become Discord Whooves's rift generator.

The Valeyard was sitting at a nearby table. He was illuminated by a series of candles situated in various spots on the table. Across from him sat an inactive Cyberman.

The Doctor walked towards the table. He quickly noticed a strange computer chip of sorts sitting on the table. The Valeyard was eyeing it intensely.

Suddenly, the Valeyard picked up the chip with a flick of his forehoof and placed it against his head. The Doctor's eyes widened as he watched the chip slowly sink into the Valeyard's head like a rock moving through pudding. The Valeyard didn't seem to feel any pain from the experience.

Once the Valeyard's head stopped vibrating, he blinked his eyes several times and smiled at the inactive Cyberman. "Who do you serve?" he asked.

The Cyberman suddenly burst to life and stood up. It saluted the Valeyard. "THE CYBERMEN SERVE YOU, MASTER," replied the metallic monstrosity.

The Valeyard broke into a fit of joyfully sadistic laughter as the scene changed again.

_**Rosewood Plaza, Canterlot, Equestria, Gaia, Spring, 1002 C.E.**_

The Doctor jumped when he realized that he was standing in the middle of a plaza cluttered with the bodies of fallen human soldiers. Cybermen were walking around and disposing the cadavers. The Valeyard was strolling through the plaza of corpses. An emotionless expression was etched into his face.

Just then, one of the alleged corpses started to move. The Valeyard raised an eyebrow and chuckled before approaching the surviving soldier. "Come on, soldier. Stop fighting. Your death will be quicker that way," he said before flipping the soldier on his back.

"You'll never...win, Discord Whooves! Never!" choked the soldier.

The Valeyard cocked his head. "Discord Whooves? Is _that_ what they're calling me here?" He was silent for a few seconds before shrugging and giving an entertained expression. "I like it. I think I'll take it." Discord Whooves pulled out a knife and stood over the soldier. "Congratulations, soldier. You actually proved to be a tiny bit useful before dying."

The scene started to fade as Discord Whooves drove the knife into the man's heart.

_**Canterlot Castle, Canterlot, Equestria, Gaia, Winter, 1002 C.E.**_

The Doctor stumbled slightly as the new scene started to play out in front of him. He was in what appeared to be a lab. Discord Whooves was standing a few feet away. He was examining what the Doctor deduced was the human Celestia turned into a Cyberman weapon.

"Oh no," the Doctor uttered in response.

Suddenly, the insane human Pinkie Pie entered the room. "Is she ready yet, sir?" she asked with childlike excitement.

"Almost...but not quite," Discord Whooves replied. "She requires one last crucial element before she's ready to become my perfect weapon."

Pinkie began jumping up and down with her arms raised up in the air. "Let me guess what it is! Let me guess!"

Discord Whooves smiled at his unhinged assistant. "Guess away, Pinkie."

"You have to make her into that thing you made me! A...oh...um...it's right on the tip of my tongue!"

"Paramae."

"Right! A Paramae!"

Discord Whooves smiled. "You're exactly right, Pinkie. How could my Black Sun possibly become an ultimate weapon without a little bit of me in there?"

Pinkie clasped her hands over her heart. "That's what helps me be your perfect assistant!"

"Exactly, Pinkie. Now, if you don't mind, could you go and bring in my guest? It's time she became useful."

Pinkie nodded and dashed out of the room. She returned a moment later with a young woman. She had fair skin and violet hair consisting of rose and pale gold streaks. She was wearing tattered pink clothes.

"Nice to see you again, Cadance," said Discord Whooves with a smirk.

"Oh no," Cadance uttered as she looked at the weapon known as Black Sun. She began to shake. "What...what have you done to her?!"

"I've made her perfect. Well..._almost_ perfect." Discord Whooves began to slowly approach Cadance. "This is where you come in, Cadance. You should be happy to know that your time as my prisoner is up." With a flash, Discord Whooves drew a knife and drove it deep into Cadance's chest. Tears started to pour from her eyes as life began to quickly leave her body. "Sleep well, Cadance. Rest assured, all of your little friends will be joining you in due time."

Cadance let out one last gasp before sliding down towards the ground. She was gone within the minute.

Discord Whooves turned to face Black Sun. "Now, it's time for you to be complete."

The Doctor gasped as the floor gave out from under him. Instead of the scene simply fading away like the others, he was now falling into darkness once again. As he fell, he got random images in his head. Twilight and her friends tied up. Derpy and Spike in a cage. A town by the name of Rainbow Falls.

"Twilight, Derpy, everyone, everypony," the Doctor muttered as he continued to fall. He could feel the bottom of the drop coming up on him. "I'm coming! Just hold on!"

The Doctor woke up.


	6. The Dance of Suns

Chapter 5: The Dance of Suns

_**Rebel Headquarters, Manehattan, Equestria, Gaia, Winter, 1002 C.E.**_

"Your majesty? Come in! Over!" Lightning Dust shouted into the communicator. Nothing but static emanated from the speaker. She slowly placed the communicator down on the nearby table and rubbed the back of her neck. "This isn't good."

The temporary hangar she was standing in was packed with soldiers running every which way. Every few moments, a new jet bus filled with soldiers would fly out through the doors that lead out to the city of Manehattan and everything beyond.

Lightning ran one of her hands through her striped amber and gold hair before focusing on a nearby soldier. He was slightly shorter than the average person, had combed gray hair, and had a somewhat protruding jaw.

"Silver Shill!" Lightning called to the soldier. "Over here! Now!" The soldier known as Silver Shill nodded vigorously before running over to Lightning. "Could you be any more slower?"

"Sorry, Lightning Dust," Silver replied with a few deep breaths. "What's wrong?"

"Princess Luna isn't responding."

"Maybe she's busy?"

Lightning shook her head. "No. I've called her at least five times within the past half hour with no response. The Sun is starting to set. Something's very wrong here."

"What are you saying?"

"I'm saying that the Princess may be dead. We need to activate Project Firefly."

Silver gasped twice. "Dead? Project Firefly?! But...but how can we be sure?! Besides...aren't there still glitches-"

"We don't have time to argue about this, Silver Shill! I have my orders and I'm following them! Tell the others to start getting Project Firefly up and running! I don't give a damn about any glitches!"

Silver nervously saluted. "Yes, ma'am!" He then ran off as fast as he could.

Lightning waited until Silver was gone to start shaking. She hastily grabbed her communicator and began calling into it once again. "Hello?! Princess?! Princess Luna?! Please pick up! Please!"

_**Crystal Caverns, Beneath Canterlot, Equestria, Gaia, Winter, 1002 C.E.**_

The Doctor jumped up like a spring. Donna, Matilda, and everyone else looked on with surprise.

"You're awake!" gasped Rarity.

"Indeed I am," the Doctor replied as he stretched his limbs. "Did I miss anything?" Twi was about to start explaining when the Doctor help up a hoof. "Wait. Let me guess. The human Princess Celestia has been turned into an ultimate weapon called Black Sun. Is that right?" Everyone and everypony awkwardly nodded. "And, also, Twilight Sparkle and her friends have been captured by Discord Whooves."

"How do you know that?" asked Clockwork.

"I saw it." The Doctor's expression suddenly became incredibly grim. "I saw a lot of things."

"Do you know how to defeat Discord Whooves?" asked Flash.

"I know what's preventing us from defeating him right now. I know how he came to be. It's a long story. I'll explain on the way back up to the castle."

"Do you know about _that_ too?" Twi asked.

The Doctor raised an eyebrow. "About what?"

Twi gave a sad face. "_Black Sun_ is going after the Elements of Harmony. We need you to take them and put them in your TARDIS for safe keeping. The Princesses are holding her off upstairs but we don't know how long that will last."

"I see. Makes perfect sense that he would go after the Elements."

"Why?"

"I have a theory. I just hope I'm wrong."

"You can explain it on the way up," said Matilda as she began pushing the group out of the TARDIS.

"Everyone follow me," said Twi.

"Wait a minute," chuckled a familiar voice. Everyone and everypony looked to see the holographic Discord leaning against the console. "Leaving without a goodbye?"

"That's a weird looking Discord," Spike stated.

Discord raised an eyebrow. "Look who's talking. I think you look better as a dragon." Spike glared at the holographic draconequus but the Doctor stepped in between the two. Discord smirked at him. "It looks like your mind is still intact after all that. Interesting. I would have assumed you would have cracked or something."

"I saw and heard many things that I will never forget," the Doctor replied. "But I know his past. I know his secrets. The Paramae and the chip are key."

Discord nodded. "Indeed." Everyone and everypony aside from the Doctor and Discord gave a look of slight confusion. Suddenly, Discord turned his attention to Donna. "Donna, dear. Don't forget that prophecy of yours."

Donna was silent for a brief moment. "How could I forget something like _that_?" she asked.

"I dunno. Just don't forget it!" He then expanded his attention to the rest of the group. "Good luck, now!" With that said, he was gone.

"Come on," said Twi. "We need to get moving."

"And the Doctor can fill us in about everything along the way," Matilda said.

"Yes, of course," the Doctor complied with a somber tone.

Everyone and everypony hastily made their way out of the TARDIS and began to follow Twi along her shortcut back up to the surface.

_**Ponyville Hospital, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Trixie was uncomfortable. How could she not be? She was crowded into a hospital filled with injured and frightened ponies while armed humans from another dimension guarded the building outside from an army of robotic monsters.

It took some effort for her to stay with her group as she made her way through the crowd. Oswin led them through the lobby and up a few flights of stairs before arriving in a mostly vacant hallway.

"Thank Celestia," sighed Monty. "Room to breathe."

It was here where the unconscious Francis finally awoke. "What...what happened?" he asked as he head leaned from side to side.

Julianna walked over to him and swatted his mane with one of her forehooves. "You're just _now_ waking up, stupid?!" she snapped.

"Don't call your brother names, Julianna," Monty instructed with a surprisingly firm tone.

Julianna rolled her eyes and began to lead Francis over to a nearby couch. "Come on. I'll fill you in on what's happened."

"We should be safe here. The shields should keep the Cybermen out," said Oswin.

"What if they upgrade?" Monty asked. "That's how they ended up being so powerful. Is it possible for them to upgrade beyond what your shields can block?"

Oswin looked nervous for a moment. "I assure you that we're safe now."

Monty shrugged his soldiers before sitting against the wall with Zecora. Oswin walked over to the nearby water fountain for a drink. Trixie followed.

Trixie waited until Oswin was done drinking to confront her. "I can tell that you're lying. You're just trying to keep everypony calm," she stated.

Oswin chuckled. "You can read me like a book too then. Just like the Trixie in my dimension." She turned towards Trixie and leaned against the wall. "The Cybermen have upgraded past our shields in the past. It really is only a matter of time before they find a way to bypass the shields surrounding this hospital. Once that happens..." Oswin fell silent for a few seconds. "I really don't want to think about that."

Trixie gave a comforting smile. "Then don't."

"That's easier said than done, Trixie. You can't help but think of every possible worse scenario when you're in a war." Suddenly, Oswin gave a confused look and began to look all around. "Do you hear that?"

"Hear what?"

"Exactly. What happened to the sound of gun blasts and spells? What happened to the Cybermen shouts?"

Now that Trixie was thinking about it, she did indeed notice that the ominous ambience of Cybermen demands and return fire had mysteriously fallen silent. She and Oswin stared at each other for a moment before rushing into a nearby hospital room.

They ran towards the window peered out towards the front hospital grounds. Human soldiers could be seen walking around and looking as equally confused as them. The shields were still up but there was not one Cyberman to be seen. It was almost as if they had just up and vanished into thin air.

"Did they decide to leave us alone?" Trixie asked.

"I doubt it. I've spent a year fighting these Cybermen. They don't give up until either you're dead or they're destroyed," Oswin replied.

"Maybe they were defeated."

Oswin slowly shook her head. "No. That's not it. It doesn't feel right." Oswin leaned in closer to the window. "Something's out there. Hiding in the snow."

Trixie gulped. "Like what?"

"I don't know."

It was then that Trixie suddenly heard the sound of soft breathing. While Oswin was fixated on what was happening outside, Trixie turned towards the hospital bed to see a sleeping mare with a grey striped mane and a light gold coat. _That's odd. I feel like I've seen this mare somewhere before_, Trixie thought as she slowly approached the bed. Her attention was suddenly drawn to the bedside table. On it lay a neatly folded dark olivine vest and a tan pith helmet. Trixie's eyes darted back and forth between the sleeping mare and the clothes as she slowly put two and two together. _Wait a minute. No. It can't be! How? Why? Huh?!_

Just then, the entire building shook like an earthquake had just hit. "What the hay was that?!" Trixie asked.

Oswin was still fixated on the front hospital grounds. She noticed that a group of soldiers was standing around a bulging chunk of earth. Then, with a loud _bang_, the bulge exploded into a geyser of deformed creatures and grotesque animal hybrids. "Oh no," Oswin uttered as she watched her fellow soldiers down below get quickly overtaken and caught off guard by the vicious horde. She turned to Trixie. "We need to move. Now!"

As Oswin ran towards the door, Trixie turned back to the mare. Using her magic, she levitated the mare into the air and placed her on her back. She was much heavier than Trixie had expected. She then levitated the folded vest and helmet into the air and carried them with her magic as she ran out of the room.

"Let's go!" Oswin ordered as she exited the hospital room.

Monty, Francis, Julianna, and Zecora gave surprised looks. "Oh my dear, what is wrong with you?" Zecora asked. "Have those horrible monsters broken through?"

"No. A whole new group of monsters has gotten past the shields. Now move! We need to find a way out of here!" The sound of shattering glass could be heard from inside the hospital room Oswin and Trixie had just come from. "MOVE, MOVE, MOVE!"

The others wasted no time in following Oswin down the hallway. Trixie turned back just in time to see what appeared to be a humanoid bat with goat legs and dressed in battle armor fly out of the room. His dark, sadistic gaze met Trixie's stare for a brief moment before he charged after them.

Oswin quickly pulled out her blaster, aimed, and shot one of the bat's wings. He rolled like a wheel when he hit the floor and let out a shriek of pain. Oswin could tell that more were on the way. "Keep running!" she ordered. "Keep running!"

Trixie and the others did as they were told and ran.

_**Discord Laboratory, Beneath Rainbow Falls, Equestria, Gaia, Winter, 1002 C.E.**_

Opal awoke to find a sharp pain in her nose and a surprisingly warm surface beneath her. It took her a few seconds for her to recall the last thing she had seen: Discord Whooves on top of her and throwing his hooves into her face liked an unhinged maniac. Her face felt stiff and incredibly dry. It was almost as if someone had thrown cake batter all over her muzzle. She reached a forehoof towards her nose to find a large part of her face caked in dried blood. It wasn't until her vision began to focus that she realized her hind legs were chained to something.

She slowly sat up, her entire body aching as she moved, and looked ahead to see her hind legs chained to the wooden frame of a bed. The bed she was in was bright pink in color and filled to the brim with fluffy stuffing, pillows, and sheets. Upon further examination of her new surroundings, she saw that everything in the room was vibrant pink.

The hairs on Opal's back rose up as her instincts kicked in, telling her that she was not alone in the room. She slowly turned to the left to see another bed situated on the other side of the room. Sitting on the bed and staring at her was...Twilight Sparkle.

"Twilight Sparkle?!" asked a shocked Opal. "Is...is that you?!" The unicorn remained silent as she stared at Opal. Her eyes were wide with a mixture of curiosity and fear. The large pupils and clear whites of the eyes made Opal feel uneasy. She had worked with plenty of foals in the past. She knew the expression of innocence like nopony else she knew. However, there was something uneasy about the innocence emanating from the Twilight staring at her. It was a weak innocence. Almost on the verge of collapsing into trauma. Something was broken within those innocent, curious eyes. Something deep, deep within.

Opal cleared her throat calmly and stated, "You...you're not really Twilight Sparkle."

The other Twilight nodded. She scooted back on her bed, away from Opal's direction, and pressed her back against the wall. "Mr. Whooves told me not to talk to you," she said.

"Well it looks like you've just broken that rule, honey," Opal replied with a teasing smirk. The other Twilight gasped and quickly covered her muzzle. "You look pretty terrified of him."

The other Twilight calmed herself down and lowered her forehooves. "I don't want to disappoint him. He's been so nice to me," she responded.

"I would imagine. You _are_ his creation, after all."

The other Twilight gave a look of confusion. "How do-"

"Well, honestly, it doesn't take much time to figure out that you're a clone he created." Opal raised an eyebrow, doing her best to ignore the sharp pains in her face. "I don't suppose you'd be willing to tell me _why_ he created you?"

The other Twilight frowned and shook her head. "I may have been born today but I'm not stupid," she snapped.

Opal couldn't help but snicker at the other Twilight's response. It was meant to come off as a smart, defensive retort but instead sounded more like a little kid trying to act tough on the playground. "Well it looks like I'm going to be here a while," Opal sighed. "Name's Opal, by the way. Are you called Twilight Two or something like that?"

The other Twilight bit her lip before responding. "My name is Thalia."

Opal's eyes widened. Her ability to make a sound slipped away from her as she came to terms with who was sitting across the room from her. "_You_?!" she eventually managed to ask with a somewhat disgusted tone.

Thalia tilted her head. "What's that supposed to mean?"

Opal shook her head and turned away from Thalia. She looked up at the ceiling and let out a load sigh.

Thalia cleared her throat. "Aren't you going to answer me?" she asked.

"I think it's best that we don't talk," Opal stated. "Too much is at risk for me to accidentally give you a spoiler."

"A spoiler?"

Opal closed her eyes and kept herself silent as Thalia went into a short marathon of questions. She eventually stopped talking, leaving Opal free to dwell over her main goal: finding a way back to her family.

* * *

It had been silent outside the room for some time. Twilight was beginning to feel quite uneasy about this particular detail. Everypony else in the room had fallen silent. Rainbow Dash would occasionally try to break herself out of her restraints but each attempt provided negative results.

"It sure has been quiet for a while," said Fluttershy.

"That makes me feel _really_ nervous," Applejack replied.

"Me too," Rarity concurred with a sigh. "What exactly is going on out there?"

Twilight groaned as he shook her restraints. "I feel so useless," she said. "Here I am: a damsel in distress. I should be out there helping the Doctor, Donna, and everypony else. Instead I'm a prisoner of Discord Whooves waiting to be rescued."

"Don't get yourself down about that, Twilight," said Applejack. "As you can see, you're not the only one who got caught."

"Yeah! Discord Whooves was just unfair and caught you off guard, like us!" Pinkie Pie chimed in.

"It does suck apples to be stuck here, though," said Rainbow Dash.

"Hey! Don't be using apples in that context!" Applejack snapped.

Rainbow Dash snorted and glared at Applejack. "I'll use apples in whatever context I want!"

"Please don't start fighting!" Fluttershy pleaded.

"Fluttershy's right," said Rarity. "The last thing we need to do is turn on each other. We need to stick together."

"It would be nice to find a way out of here," Spike stated. "Too bad Discord Whooves thought of everything. Fireproof. Magic-proof."

"Let's hope he didn't make it TARDIS-proof!" Pinkie added.

"He probably did," Twilight sighed. "Besides, I don't think the Doctor even knows that we're here."

As the others talked about their predicament, Derpy remained silent. Her mind was still filled with questions about the frightening vision she had experienced earlier.

Suddenly, the ground began to shake beneath Derpy's hooves. Her heart began to beat like a drum as she started to frantically look around for the source of the shaking. After a few seconds, the shaking stopped as soon as it had started. Derpy held tightly onto the side of the cage and let out many long, deep breaths. She looked around the room to see if anypony else had experienced what she had. As she scanned the faces of her friends, she could tell that she was, yet again, the only one to experience the strange event.

"Did...did any of you feel that?!" asked Twilight.

Derpy's attention quickly turned to Twilight, who was breathing heavily and looking around the room.

"Darling, what are you talking about?" Rarity asked.

"The shaking! The whole room shook! Didn't you feel that?!" Twilight's breathing slowed down as she looked at her friends. "Really? _None_ of you just felt that?"

Everypony in the room shook their heads; that is, except for one.

"I felt it," Derpy stated.

No sooner than the moment Derpy and Twilight locked eyes the room started to shake once again. Twilight let out a loud gasp. Derpy fell back against the side of the cage. The others looked confused beyond all measure.

"What's going on with you two?!" asked a worried Spike.

"Twilight?!" asked Fluttershy.

"Derpy?!" asked Pinkie Pie.

Suddenly, the whole room and everypony in it seemed to fade away. Derpy and Twilight found themselves floating in an abyss of swirling stars. A loud _boom_ pounded against their ears as they turned to see a spaceship flying towards them. Both mares screamed as the ship flew into them.

The ship and stars vanished and Twilight and Derpy found themselves back in their restraints in the circular room.

"What the hay was that about?!" snapped Applejack.

Derpy said, "I-"

Twilight gasped, "Don't-"

The two mares sighed, "Know."

One thing Derpy and Twilight were sure of was that something big was about to go down. And the event in question wasn't that far away.

_**Canterlot Castle, Canterlot, Equestria, Gaia, Winter, 1002 C.E.**_

Princess Celestia stood silently in front of wall that guarded the Elements of Harmony. She was joined by a group of pony and human soldiers. Behind her and encased in a powerful magical shield was a silver box that now contained the Elements of Harmony. She was ready to pass them on to the Doctor when he arrived.

For a long time, Celestia heard nothing but the muffled sounds of the endless battle playing out in the streets of her beloved city; and, if she focused hard enough, she could almost hear the battle spreading out throughout her entire realm of Equestria. She did her best to hold back a tear.

Suddenly, the door to the chamber opened.

"Doctor?! Luna?!" Celestia asked. Her heart dropped like a thousand bricks when she saw who was passing through the threshold.

Black Sun strolled into the chamber with a cold, calm demeanor. She came to a halt a few feet from the door and pointed one of her weapons forward. "Hand over the Elements of Harmony," she ordered with her emotionless voice.

"Where is my sister?" Celestia asked as she started to shake. The volume of her voice was just above that of a whisper.

"Your majesty?" asked one of the pony soldiers. "What are your-"

"WHERE IS MY SISTER?!" Celestia snapped at Black Sun.

Black Sun tilted her head slightly. "The Princess Luna of this world and the Princess Luna of the other world have expired."

Celestia began shaking even more. "You...killed...them. You...killed...my...sister."

Black Sun then proceeded to speak in a tone that was eerily between being devoid of emotion and expressing sadistic mockery. "That is correct. I killed them. I killed your sister." Her tone became more vibrant and entertained. "I killed your precious, pathetic sister. What are you going to do about it, _Princess_?" A small spark of green light emanated from Black Sun's skull and her tone returned to being completely emotionless. "Step away from the Elements of-"

Without warning, a huge blast of energy shot from Celestia's horn and smashed into the weapon Black Sun was presenting. It flew into the air and fell apart into dust. "I'LL _KILL_ YOU!" Celestia yelled as she sent another attack at Black Sun.

Black Sun took to the air and send a shower of projectiles towards Celestia and the soldiers. Celestia took to the air. The soldiers did their best to avoid Black Sun's attack. Celestia shielded some of the slower soldiers but found that some of the projectiles passed through her shields as if there were nothing there. A human soldier let out a gasp as her leg was shot and a pony soldier crumpled to the floor like a rag doll after being critically hit.

Celestia flew towards Black Sun, firing every spell she could think of. Black Sun, in turn, flew towards Celestia and unloaded her weapons. Celestia was quick to dodge the projectiles as was Black Sun. The two collided with a gargantuan _clash_. A shockwave spread out from the fighters. The windows of the chamber shattered into dust. The soldiers down below were instantly knocked out. It was just the two of them now.

"You will not win. You will lose everything," Black Sun stated as she attempted to crush one of Celestia's hooves with one of her hands.

Celestia broke free but Black Sun slapped her across the face and kicked her hard in the gut. As she fell down, Celestia's horn slashed a small compartment on Black Sun's side. Sparks rained down from a good portion of Black Sun's weapons as Celestia collided with the floor below. Black Sun aimed her remaining weapons at Celestia. Celestia snarled like a primal animal as she stood up and looked at her sister's murderer.

"You killed my sister! YOU WILL NOT LIVE ANOTHER DAY!" Celestia screamed. She felt a fury unlike any she had ever felt before. A massive heat wave spread out from her, causing Black Sun to lose balance and fall to the ground. Celestia slowly rose into the air. Her coat began to glow and turned pure white like heated metal. Her rainbow mane and tail turned into violent spirals of flame. Her eyes glowed bright red. "FACE THE POWER OF THE SUN!"

A gamma ray shot out of Celestia's horn and smashed into Black Sun. Black Sun was knocked down for a moment before quickly recovering. Her entire body became coated with a layer of black smoke. "The Sun will be eclipsed," she stated coldly before flying up towards the fiery Celestia and crashing into her once again.

An even larger shockwave spread out from this. The walls of the chamber were scorched. A wave of fire spread out through the already broken windows and temporarily coated parts of Canterlot in bright red light.

Celestia and Black Sun spun around the chamber like a top of fire and smoke. Celestia slashed Black Sun with her horn while Black Sun punched and clawed at Celestia with all her might. Celestia could feel some of her bones breaking and her skin burning but she didn't care. Tears of lava streamed from her red eyes and burned through parts of Black Sun's armor.

Just then, the sound of others entering the chamber could be heard. Celestia looked down to see the Doctor charging through the door. He was followed closely by Donna, Matilda, Colgate, Clockwork, Twi, Flash, Shining Armor, Rarity, Fluttershy, and Spike.

"Holy hair of fire!" gasped Spike.

"Princess Celestia!" cried Twi.

"GO! TAKE THE ELEMENTS AND GO!" Celestia ordered as the shield protecting the box containing the Elements faded away. "I'LL KEEP HER HERE! GO!"

"Already on it!" said Donna as she raced towards the box. Flames and sparks rained down from above as she raced across the chamber, grabbed the box's handle, and ran back towards the others. "What are you all _waiting for_?! The sky is not only falling but it's on _fire_! Go, go, GO!"

"You heard her! MOVE!" ordered the Doctor as he and the others charged out of the chamber.

Black Sun attempted to break away but Celestia wasn't letting go. "You're not going anywhere!" Celestia snarled before driving her horn straight through Black Sun's face.

A blast of green energy sent Celestia flying back. She looked at Black Sun to see a clean hole in the top of her head. Magical, green energy began to form around the hole. Celestia gave a look of shock as the disfigured face of Discord Whooves appeared within the cloud of green energy.

"Do you think you can stop us?" laughed the head of Discord Whooves and Black Sun together. "Do you think you can stop _me_?! You can't! Your sister is dead! Everything you love will be dead!"

"DIE ALREADY!" Celestia shouted before howling furiously and flying towards Black Sun.

A gamma ray of green magic shot from the hole in Black Sun's face and engulfed Celestia. Celestia screamed and spun around as the dark magic attacked her. She felt her fiery magic fading away as Black Sun's dark magic surrounded her. Her strength to keep flying escaped her and her vision began to turn to black as she fell towards the ground below. She felt three sharp pains emanate from her back and splatters of red could be seen at the edges of her vision.

Before she collided with the floor, a disfigured image of her sister appeared before her. Her image was constantly changing between that of Luna and Nightmare Moon. "Sister?" asked the glitchy Luna. "Why did you fail me?"

Salty tears fell from Celestia's closing eyes as she hit the ground.

* * *

The Doctor and Donna were running as fast as they could at the front of the group. "We're almost there!" the Doctor announced as they neared the balcony where the TARDIS was being kept. "Just a few more seconds!"

A loud scream emanated from behind them. Everyone and everypony turned to see a damaged Black Sun, surrounded by black smoke and green magic, flying down the corridor towards them.

"I don't think we have a few seconds," Clockwork gulped as his pace quickened.

The Doctor rounded the corner, his tie flapping as he went, and hastily pulled out his sonic screwdriver. He proceeded to activate it and the TARDIS materialized into view. "INSIDE!" the Doctor ordered as he ran towards the doors and nearly broke them down getting inside.

The others wasted no time in running through the doors. As Fluttershy, the tail of the group, entered the TARDIS, the Doctor practically came face-to-face with Black Sun as she rounded the corner and flew towards the open TARDIS doors.

In that split second, the two enemies locked eyes. In the swirling magic around Black Sun, the Doctor could see the hazy and ghostly eyes of Discord Whooves. He then slammed the doors shut in Black Sun's face and locked them.

The TARDIS shook as Black Sun proceeded to begin attacking the TARDIS. The Doctor ran to the control console and pulled a lever down. The TARDIS shook as it lifted into the air and flew out over Canterlot. Black Sun was holding on tightly. "Hang on!" the Doctor ordered as he spun a nearby wheel. The TARDIS began to spin around like a tornado. Everyone and everypony inside held on for their lives. It took a few seconds but Black Sun was eventually knocked off. "And here we go!" The Doctor pulled another lever and the TARDIS's famous sound reverberated through the air as the ship took off to its next destination.

"Where to now?" asked Flash.

"We're going to save Twilight Sparkle, Derpy Hooves, and the rest of our friends," the Doctor replied. He then looked at Donna and nodded. "_Hurry to the Rainbow before it's too late_." Donna nodded back with a determined look. "Next stop: Rainbow Falls!"


	7. The Impossible Begins

Chapter 6: The Impossible Begins

_**?**_

Princess Luna the human had never felt colder; not even during her thousand year banishment. Everything about her felt disconnected and lost. She wasn't in a body but rather a gaseous state of existence. What she saw spread out before her could only be described as a void of miscellaneous particles going off in every which way. A soft light emanated from what she could only describe as her body within this realm. Floating a foot away from her was her alicorn duplicate. Her eyes were open as well.

She wanted to ask how long they had been there. She couldn't remember how much time had passed. Time didn't seem to be a working factor in this strange void. A strong force was pulling both her and the other Luna in one direction. Luna very much wanted to relax and go with the flow; but another part of her was telling her that she needed to fight and go back the way she came.

"I...I don't have the strength," Luna the human sighed.

"Nor do I," Luna the alicorn concurred with a depressed expression.

Suddenly, a spark of blue lightning shot between the heads of the two Lunas. Their faces contorted into a determined stare.

Luna the human turned in the direction the force was pulling them away from. She couldn't see anything but she was sure that was the direction she needed to go in. "But we need to try." She reached over and grabbed one of the alicorn's forelegs. "Stay with me."

Luna the alicorn nodded. "I plan to."

The two Lunas proceeded to begin fighting against the current. Random sparks shot between their heads. The longer they fought against the force, the more their heads hurt. "Keep going! Keep going!" they chanted together as they trudged forward towards what they could only hope to be the right destination.

_**Outside Ponyville Hospital, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

By some miracle, Trixie and the others had managed to find their way out of the hospital and were now running towards the outskirts of Ponyville as fast as their legs could carry them across the snowy ground. Trixie looked back to see humans and ponies alike running away from the hospital with the terrible monsters close behind. A pack of the beasts wasn't too far behind Trixie and her friends.

"Where to now?!" asked Trixie as she continued to carry the unconscious mare on her back.

"We need a place to hide!" said Monty.

"I believe there's a place nearby that could work!" stated Oswin before turning to Trixie. "Can you teleport us to Golden Oak Library?"

"Isn't that Twilight Sparkle's home?" Trixie asked with a raised eyebrow.

"You got it!"

"But that's the first place they'll look!"

"Or maybe they won't! It's better than being out in the open!"

"My magic's still worn out!"

"You've got to try!"

Julianna suddenly screamed. Trixie looked back to see what she could only describe to be a dog and a beaver smashed together charging towards them at high speed.

"Everypony gather around me!" Trixie ordered. Everypony in the group followed Trixie's instructions. Trixie focused on Golden Oak Library as hard as she could. She could hear the monster coming up behind them. Her heart jumped as she heard it scream and leap into the air. Her eyes became wide and a blast of magic erupted from her horn.

_**Outside the Home of Twilight Sparkle, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Trixie felt something bite into her as the teleportation process ended. Julianna screamed again. "It's eating her!" she shouted.

Trixie fought with all her might to get the creature off her. She turned around and punched the monster in the face. Oswin raced to Trixie's aid. In a swift motion, she pulled out a pocket knife and drove it into the beast's skull. Trixie expected to see blood splatter over her and Oswin. Instead, the monster's eyes dimmed like a dying candle and a few sparks shot out of its mouth. Its body grew limp and Trixie swore she could see..._wires_ protruding from the wound in its head.

"Come on!" cried Oswin as she helped Trixie to her hooves. Oswin grabbed the unconscious mare and slung her over her shoulders. "Can you walk? That wound looks bad."

"I'm fine," Trixie grunted. "Some bandages would be nice though."

Monty raced to the front door and was happy to find it unlocked. "Hurry! Everypony inside!" he announced as he guided Francis and Julianna through the threshold. Zecora followed close behind. "Come on, you two!"

Oswin and Trixie didn't waste any extra time following the others into the library.

_**Home of Twilight Sparkle, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

"This way!" said Oswin as she made her way over to the basement door.

Trixie let out a relaxed sigh as the smell of books reached her nostrils. She looked back to see Monty locking the front door tight. She then proceeded to follow Oswin into the basement.

Once everypony had passed through the door, Oswin shut it and locked it. She then pulled out a roll of silver tape that sparkled like glitter and covered the cracks in the door with it. Once the tape had been placed, the door began to glow with a warm green color. "That should keep anything from passing through for the time being," Oswin breathed before walking down the steps and entering the main basement level.

"It's really dark in here," said Francis.

"Not for long," Oswin chuckled. She pulled out a pack of matches and began lighting the torches on the walls. Before long, the basement was illuminated with a golden light. "It looks like this basement is as well-stocked as the one from my world. We should be safe down here for the night." She looked at the various random ingredients scattered about and scratched her chin. "But, just to be safe, we could take some extra precautions." She turned to Zecora. "Is there a way for you to take the ingredients down here and turn them into some sort of protective paste or something?"

Zecora scanned the basement and rubbed the back of her head. "I will have to see what is kept down here," she responded. "But I will try my best so we can avoid sleeping with fear."

"Thank you, Zecora."

The zebra gave a nod and a small smile before walking over to the nearby cabinets to examine Twilight Sparkle's collection.

"So...now what?" asked Francis with crossed forelegs.

Oswin placed the unconscious mare on a nearby stack of sheets. "Now, we wait here for the night," Oswin explained. "It's been a very long and eventful day for all of us. I think some of us could use a bit of rest."

Francis groaned. "I've slept enough today!"

"How are we supposed to rest when the world is ending?!" asked Julianna.

Oswin walked over to the young ponies and knelt down in front of them. "The world is not ending. Not today," she said with a smile.

Julianna pouted. "How do _you_ know?!"

Oswin continued to smile. "I just do. Do _you_ really think the world is ending?"

Francis and Julianna looked at each other. After a few seconds of silence, they turned back to Oswin and shook their heads.

Monty approached his children and wrapped his forelegs around them. "I'm going to keep you safe. No matter what happens," he said. "Everything's going to be okay. We're going to find Mom and everything is going to be just fine." He kissed both of them on the forehead and led them over to another stack of sheets. "Now go to sleep. You're safe right now."

Oswin, Monty, and Trixie sat in awkward silence until Francis and Julianna drifted off to sleep.

Trixie finished caring to her wounds with some medical supplies she found as she asked, "Any plans for where to go after this?"

"We wait it out down here until tomorrow," Oswin explained. "Hopefully, by then, things may have cooled down and the Cybermen and hybrids will have moved on. Everyone and everypony is probably evacuating Ponyville as we speak. I'll try to signal for help and, hopefully, one of my fellow soldiers will come by to pick us up and take us to Manehattan." Monty and Trixie shared uneasy looks. "I know this may not be the safest of places and, yes, something could go wrong at any moment. But, right now, it's the best plan we've got."

Trixie looked around the basement. "I wonder where Twilight and the others are right now," she said.

"My guess is that she's with the Doctor; and, knowing him, he's probably out working on some master plan to take down the Cybermen," Monty replied with a smirk.

"I'm sure it'll be a damn good plan," said Oswin. "It better be."

Zecora was now spreading a strange paste at random spots on the basement walls.

"Hopefully whatever Zecora's doing will help increase our chances of staying safe here for the night," said Monty.

"Me too," Trixie concurred.

"You should get some sleep too," Oswin suggested. "You've worked yourself a lot today and those wounds could use some time to heal."

Trixie let out a long, loud yawn. "Yeah...I suppose you're right."

"I _know_ I'm right. Now off to bed with you!"

Trixie, Oswin, and Monty shared a friendly laugh. Trixie couldn't help but let out a few groans as she made her way over to a warm corner of the basement. Her body was aching all over and a few hours of sleep sounded perfect. She rested herself on the floor a few feet from Francis and Julianna and closed her eyes. It wasn't long before the loving embrace of slumber took hold of her.

_**Main Grounds, Rainbow Falls, Equestria, Gaia, Winter, 1002 C.E.**_

The Doctor was quite pleased with himself when he managed to park the TARDIS without making a sound. Everyone and everypony looked around with confused looks on their faces.

"Did we just park?" asked a surprised Donna.

"Yes we did!" the Doctor replied with a wide grin.

"What happened to the sound?"

"Learned how to park without it. I figured that would be best. Don't want to alert Discord Whooves about our arrival."

"So he's here in Rainbow Falls?" asked Flash.

The Doctor nodded. "Yes! Didn't I already explain this to all of you back in the caverns?"

"Sorta. You talked so fast and we were running so quickly. It's all a blur, to be honest," Clockwork replied.

"Discord Whooves has a laboratory set up underneath Rainbow Falls," the Doctor explained. "It teleported here when he sent everything here with the rift generator."

"Rainbow Falls. So _that's_ where his second base was. We always figured he had another hidden somewhere," said Colgate.

"Now it makes sense why Celestia disappeared there," sighed Twi.

"So what's the plan?" Donna asked.

"Firstly, I think it would be wise for only some of us to go into the lab," the Doctor explained.

"You're suggesting we split up?!" asked a surprised Flash.

The Doctor nodded. "Yes. Some of us will stay in the TARDIS with the Elements while the others will sneak into the lab to rescue Twilight, Derpy, and the others."

Flash shook his head. "I have to disagree with your plan, Doctor. There's safety in numbers. We have a pretty huge group right here," he stated.

The Doctor pointed a hoof at Flash and said, "_Exactly_ my point! There's too many of us. A huge group will most likely draw a lot of attention. We're not here to defeat Discord Whooves. We're here on a rescue mission."

"Why _don't_ we just take him out when we get the chance?" asked Spike with a raised eyebrow.

The Doctor groaned with annoyance. "Weren't _any_ of you listening earlier?! We need to destroy Discord Whooves's Paramae first!"

"I remember that," said Matilda with a smirk. "They're basically an Equestrian version of Horcruxes, right?"

The Doctor's eyes widened. "Yes! _That's_ why they sounded so familiar!"

Matilda rolled her eyes. "And it was bad enough when Voldemort did it. I _still_ have scars from that battle."

"What?" asked Donna.

Matilda waved a forehoof. "Long story." She took a few steps towards the Doctor. "And how many did you say there were?"

"Three," the Doctor replied. "A video camera from Amy Pond." He pointed at Twi and her friends. "Your world's Pinkie Pie." His face became a bit darker. "And Black Sun."

Twi grabbed Spike's hand and held it tightly. Spike moved in closer to comfort her.

"And that's all?" Matilda asked.

"As far as I know," the Doctor replied. "I hope there aren't any more." He clapped his forehooves and moved towards the doors. "But we can focus on the Paramae later. Right now, we need to rescue the others. Obviously, I'll be part of the group that goes."

"I'm definitely going," said Donna. "They're my friends too."

"You know I'm going," Matilda stated with a smirk.

"Me as well," said Clockwork.

"Me too," said Colgate with a step forward.

"And me," Twi said.

"Six. That's good enough," said the Doctor.

"Twilight," Spike started.

Twi turned to face her number one assistant. She brought him in for a big hug. "I'll be fine," she said. "I _need_ to go. In case we run into Discord Whooves, I want to be the first one to punch him in the face."

"Be careful," said Shining Armor. Twi turned to her Cyberman brother and hugged him.

"What he said," Flash concurred with a teasing smirk.

Twi brought Flash in for a hug. During the hug, she couldn't help but notice how cold Flash was. "You cold?" she asked as she broke the hug.

Flash rubbed his arms. "It _is_ winter," he replied.

Twi chuckled but the uneasiness she had felt around Flash since reuniting with him only grew stronger. She turned her attention to Rarity and Fluttershy and hugged them both tightly.

"Stay safe," said Fluttershy.

"And don't be reckless!" Rarity ordered.

"It's Rainbow Dash's job to be reckless," Twi responded. The three friends shared a quick laugh. Twi then turned away from them and walked towards the doors. The Doctor, Donna, Matilda, Clockwork, and Colgate were waiting.

"Everypony ready?" the Doctor asked.

"It appears so," said Matilda.

"Right." The Doctor turned towards the doors. "Let's go."

* * *

The Doctor was quick to put the TARDIS a second out of sync once he and his group were outside. It didn't take long for them to notice how oddly calm the town of Rainbow Falls was. Snow was gently falling onto the various buildings and surrounding grounds. The rainbow waterfalls and rivers sparkled in the slowly dimming lights of the alpenglow. The sky was open and held a mixture of light orange and deep red light.

"This is more...peaceful than expected," Clockwork stated.

"Stay alert. There could be danger hiding anywhere," Twi warned.

The group fell silent as they made their way through the center of town. It was clear that the residents had cleared out hours earlier. Though a fresh layer of snow covered the ground, it was easy to spot the areas where encounters with Cybermen had occurred. The occasional burnt tree, shattered window, and collapsed wall would make an appearance as they continued on.

Donna walked closer to the Doctor. "So where's the lab?" she asked.

"Weren't you listening, Donna?" the Doctor asked with a sigh. "It's beneath us."

Donna glared at the Doctor. "I _know_ that! I'm talking about the entrance!"

"Right. No idea."

Donna's glare intensified. "_Really_?"

The Doctor nodded. "Really."

Twi suddenly stopped walking. Her attention was drawn to a bright orb of golden light floating a couple feet off the ground several yards away. Instantly, she recognized it and was drawn to follow it. "This way," she said as she walked towards the light.

Donna looked to see a hazy patch of air several yards away. She silently followed Twi.

Colgate turned to Clockwork and asked, "How does she-"

"I don't know," Clockwork replied.

The others in the group silently followed.

Twi followed the light over to what appeared to be one of the oldest and largest trees in the town. "What are you?" she asked as the light faded into the trunk. She pressed her hand against the wood and a loud _click_ rang out. The side of the trunk opened up to reveal a dark staircase that led down into the underground.

"You found it!" exclaimed Donna as she approached the new threshold.

"How did you know it was here?" asked a curious Matilda.

"I don't know," Twi lied. "A gut feeling."

Matilda, Colgate, and Clockwork shared looks of suspicion. Donna gave a sympathetic smile. The Doctor pushed himself forward.

"We can discuss this later. Let's get in and get out as quickly as possible. I don't think we want to spend more time in Discord Whooves's lab longer than we need to," the Doctor said.

"Agreed," Colgate concurred.

Twi pulled out her wand and a bright light appeared at the tip. The group then began their slow descent into the earth.

_**Discord Laboratory, Beneath Rainbow Falls, Equestria, Gaia, Winter, 1002 C.E.**_

The length of time it took to get from the surface to the true entrance doors of the laboratory wasn't nearly as long as expected. The doors reflected the light from Twi's wand like two ghosts in an ancient tomb. Everypony was silent. Their minds were buzzing with plans pertaining to how to move forward.

"There could be a group of Cybermen guards waiting for us right beyond those doors," said Colgate.

"Way to be optimistic," said Donna in response.

"So who wants to go first?" Clockwork asked.

"That's an easy answer," the Doctor replied as he pulled out his sonic screwdriver and approached the doors. He pressed his hooves against the exterior handles and pulled on them slightly. "Unlocked." He slowly pulled one of the doors open and peered inside. Beyond the doors stood a medium-sized room that appeared to be decorated like the waiting room at a doctor's office. His eyes quickly focused on the nearby security camera. "Too easy." He pointed the screwdriver at the camera and activated it. After a few seconds, the camera drooped and died. "The coast is clear, but be very cautious!"

"No need to tell us twice," said Matilda as she carefully slid through the doorway. The others followed and the Doctor made sure to quietly shut the doors behind them.

The group stood awkwardly in the center of the room for several long seconds. Two hallways connected to the room and proceeded out to connect to different parts of the underground base.

"Which way now?" Clockwork asked.

Twi looked around for any sign of the mysterious light; but, unfortunately, it was nowhere to be seen.

Just then, the Doctor noticed that his screwdriver was beginning to light up and vibrate. "What do we have here?" he asked as he examined the screwdriver. After looking over his tool, his attention turned to a nearby desk which would normally be home to a receptionist. He slowly approached the desk and began to move his screwdriver over the various closed drawers. The screwdriver suddenly shone brightly as it passed next to a drawer close to the floor. The Doctor slowly opened it and was shocked by what he saw in there: a sonic screwdriver with a tip that was alternating between green and red. It calmed down when the Doctor picked it up and settled with being just green.

"Is that..._another_ sonic screwdriver?" Donna asked.

"Yes," the Doctor replied.

"Does it belong to Discord Whooves?" Colgate asked.

The Doctor shook his head. "No. I know who this belongs to." A red orb of light suddenly shot out of the tip of the green screwdriver and began to float down one of the hallways. "And it looks like the screwdriver knows too." The Doctor hastily followed the orb with the others close behind him.

As they followed the orb down the hallway, they couldn't help but notice how quiet and still everything was. The Doctor was ready for an ambush at any moment but it never came. The orb took care of each security camera they passed with little sparks occasionally shooting out of it. The orb eventually brought them to a door that almost resembled one that would lead into a little girl's bedroom. The orb phased through the wood and a soft _click_ emanated from the lock. The Doctor stepped towards the door and opened it slowly.

Once inside, the eyes of everypony in the group were attacked by bright shades of pink. It took them a few seconds to adjust to the bright conditions of the room. When the Doctor's sight cleared, he instantly noticed the sleeping Twilight Sparkle in the bed at the other side of the room.

"It's Twilight!" exclaimed Clockwork.

The Doctor instantly put a hoof to his muzzle and silently ordered the others to stay quiet. Something was off here. He distinctly remembered seeing Twilight trapped with the others. Yet, here she was in a pink bedroom. It didn't make any sense.

"Doctor?!" whispered a familiar, surprised voice.

The Doctor turned to his immediate left to see a bed pushed against the wall. In the bed was none other than Opal herself. "Opal!" the Doctor exclaimed via a whisper. "My hunch was right!" He approached her and quickly took notice of her injuries. "Don't take this the wrong way but what happened to your face?!"

"Discord Whooves," she replied. She pointed at the chains restraining her to the bed. "Do you mind?"

The Doctor presented his screwdriver. "Not at all." He aimed at the chains and they came undone. He then pulled out Opal's screwdriver and presented it to her. "I believe this belongs to you."

"Thank you." Opal took the screwdriver with a smile.

"Not only me. You should thank that as well. It helped us find you here."

"Probably some of those special security features you included on it...or rather what you _will_ include on it."

The Doctor nodded before presenting Opal to the others. "Everypony, this is Opal. Opal, this is Donna Noble, Matilda, Colgate, Clockwork, and a Twilight Sparkle from another dimension."

"We've met before," Opal and Matilda said together.

The Doctor rolled his eyes before turning back to Opal. "So why are you here?" he asked.

"Long story. Let's go before _she_ wakes up!" Opal hissed.

Everypony's attention turned to the sleeping Twilight. "Why?" Colgate asked.

"That's not the real Twilight Sparkle," Opal explained. "It's a clone of her that Discord Whooves recently created. A clone that...you and I know very well, Doctor." The Doctor's eyes opened wide. "Yes, Doctor. That's Thalia."

Matilda's, Colgate's, and Clockwork's eyes also went wide. Donna and Twi remained completely in the dark.

"We need to find the others and get out," the Doctor said quickly. "Move out! Quickly!"

The group was quick to exit the bedroom. They quietly closed the door behind them.

"Others? What others?" Opal asked.

"Discord Whooves has Twilight, Derpy, Spike, Rainbow Dash, Fluttershy, Rarity, Applejack, and Pinkie Pie trapped somewhere in this base," the Doctor explained.

Opal gasped. "Oh no!"

"I suggest we find them quickly," said Clockwork. "I have a bad feeling creeping up on me."

"Me too," said Colgate.

"Me three," Donna added.

"Then let's hurry!" said Matilda as she started to walk down the hallway. The others followed close behind.

They rounded another few turns and continued down a much longer hallway. They examined each door with the hope of finding some sign of the others. Then...they heard voices.

"COME ON, DISCORD WHOOVES! JUST COME ON!" shouted the voice of Rainbow Dash.

"Stop it, Rainbow Dash!" snapped the voice of Rarity. "Shouting isn't going to do us any good!"

The Doctor couldn't help but smile before running towards the nearby pair of metal doors and bursting through.

Twilight Sparkle, Rainbow Dash, Rarity, Fluttershy, Pinkie Pie, Applejack, Derpy Hooves, and Spike all looked on in disbelief as the Doctor sped through the doors and slid into the room like a rock star. "Miss me?" he asked with a cheeky smile and a wink.

"Doctor!" exclaimed Twilight, Derpy, Spike, and Fluttershy joyfully.

Rainbow Dash turned to Rarity with a gloating expression. "Looks like shouting helped after all," she stated.

"I don't think I've ever been happier to have been proven wrong, Rainbow Dash," Rarity replied.

"How did you find us?" asked Twilight as the Doctor walked over and used his screwdriver to release her restraints.

"Simple: I'm the Doctor!" he replied.

Twilight rolled her eyes. "That doesn't answer my question."

"I dunno. The magic of friendship. What do you want from me, Twilight Sparkle? An essay?"

"That would be nice."

The Doctor couldn't help but laugh as he brought his friend close for a big hug.

"Let me help you all down," said Opal as she used her screwdriver to free Fluttershy and Applejack.

"Opal?!" gasped Fluttershy.

"What happened to ya, sugarcube?" asked Applejack.

"Discord Whooves gave me quite the welcome," Opal replied as she freed Rainbow Dash.

The Doctor proceeded to free Rarity. He then rushed over to the cage and freed Derpy and Spike. Spike ran to Twilight and the two hugged. Derpy lunged at the Doctor and wrapped him up in her forelegs and wings.

"You found us! You found us!" Derpy exclaimed as she hugged the Doctor. She then gave him a quick kiss on the cheek. Derpy's and the Doctor's cheeks suddenly glowed bright red and they quickly ended the hug. "Um...thank you, Doctor."

"My pleasure...Ms. Hooves," the Doctor replied.

Derpy smiled as Donna approached her. "Donna!"

Donna laughed as the two hugged. "You're all okay!" she stated joyfully.

"Come on, Donna," said Rainbow Dash with a smirk. "We're a bunch of tough ponies...and a dragon. We can handle _anything_!"

"Wait a minute," said Colgate as she approached Derpy. "Where's Daring Do? Wasn't she with you?"

"She was. I last saw her before we were abducted from Ponyville Hospital," Derpy replied. "She's probably still there."

"I hate to interrupt but I suggest that we save the rest of the reunions and catching up for when we're back in the TARDIS," said Matilda.

"Right," the Doctor agreed with a nod. "Let's go ahead and get out of here."

"I'm afraid none of you are going anywhere," said a familiar, sinister voice.

Everypony turned to see Discord Whooves standing in the doorway. He was joined by the human Pinkie Pie, Thalia, and a group of Cybermen behind him. The Doctor glared deep into the eyes of his duplicate. Things had changed since their last encounter. He now fully understood and knew the stallion that was Discord Whooves. He knew his past. He knew his secrets. He knew his sins. And he absolutely despised him.

"Discord Whooves!" Twi snarled as she raised her wand. Colgate and Clockwork worked together to prevent her from approaching the Cyberman militia before them.

"How did he find out we were here?!" Donna asked.

"He knew from the moment we entered," the Doctor answered.

Discord Whooves laughed. "Did you _honestly_ think your sonic screwdriver could prevent me from knowing about intruders?" he asked. "Especially when one of those intruders is _you_, Doctor? I just wanted to see how far you'd get."

"Don't think you're stopping us from getting out of here!" Twi snapped.

"I think I have more than enough Cybermen with me to kill you all before you even escape this room," Discord Whooves sneered. He looked at Twilight and her friends. "And, yes, I mean all of you. I no longer need any of you." He tilted his head slightly. Human Pinkie Pie began to laugh as five figures emerged from behind the Cybermen.

"You've got to be kidding me!" exclaimed Rainbow Dash.

Clones of Rainbow Dash, Applejack, Pinkie Pie, Fluttershy, and Rarity stepped forward and came to a halt next to Thalia. Discord Whooves cleared his throat. "Regina," he said. The Rarity clone nodded. "Alberta." The Applejack clone nodded. "Pansy." The Pinkie Pie clone nodded. "Renet." The Rainbow Dash clone nodded. "And Flora." The Fluttershy clone nodded. "They, along with Thalia, are to be the new wielders of the Elements of Harmony!" He pointed at the Doctor. "And Black Sun called me to let me know that you have them. In your TARDIS, I assume."

Suddenly, Twilight burst into a fit of laughter. Everypony was surprised by the unexpected outburst.

"Uh...Twilight? I don't think this is the right time to laugh," Pinkie Pie the pony said.

Twilight focused on Discord Whooves. "Wow. You're not as smart as you claim, Discord Whooves!" she mocked. "You really expect to control the Elements of Harmony with _clones_ of us?! The Elements will _never_ work for them! They don't have what we, the originals, have: what allows us to wield the Elements!"

Discord Whooves was in shock for a few seconds but this soon faded away into his usual smirk. "A fair deduction, Twilight; but I do indeed have a plan to enable the Elements to bend to the will of my versions of you and your friends. A plan that, unfortunately, you will not live to see," he explained.

The Doctor entered a brief moment of deep thought. He examined every word Discord Whooves had spoken carefully. His eyes widened the moment everything fit together in his head. "Paramae," he said suddenly.

Discord Whooves's attention quickly shifted to the Doctor. "What was that?" he asked.

The Doctor looked straight into Discord Whooves's black eyes. "That's your plan, isn't it? You're making more Paramae. You're turning the Elements of Harmony into Paramae! That's how you'll be able to infect them! By putting pieces of yourself _in_ them!"

Discord Whooves was now truly in shock. "How do you-"

"I know all about you, Discord Whooves! I know all about what happened to Amy and Rory!" One of Discord Whooves's eyes twitched. "I know about Derpy! I know about the Truth! I know about Jack and Warden and the Valeyard and especially the Paramae!"

Discord Whooves was now shaking slightly. "How-"

"You shouldn't leave your past lying around in crystal caverns. Somepony may find it and learn all your dirty secrets."

"I see. You found my TARDIS."

"I can see why you want mine so badly. You've betrayed your TARDIS to the point that it'll never work for you again!"

"_It_ betrayed _me_. The Time Lord controls the TARDIS. Not the other way around."

"And then you cannibalized it! Turned it into a Paradox Machine!"

"That's all it's good for now!"

"Wrong! I met Discord there! The Discord from your Equestria! He's the one who helped me learn your past! Now I know what it'll take to stop you!"

"Well good for you, Doctor! You've delved into the mind of madness and have unwoven its plans! But I'm afraid it's time to say goodbye, Doctor. It's time for you and your little, pathetic friends to die!"

The Cybermen behind Discord Whooves raised their weapons.

"Any ideas?" Matilda whispered to the Doctor.

"I'm thinking!" the Doctor replied.

Suddenly, the room shook as if the entire planet were being inflicted with a giant earthquake. Everypony in the room was stunned and caught off guard. That is...everypony aside from the Doctor. He took in every vibration of the quake. He felt it move through his body.

"This isn't an earthquake!" the Doctor stated. "It's something different!" The quake stopped and everypony tried to regain their balance. "Something's trying to break through!" The Doctor knew he had limited time before Discord Whooves ordered their destruction. His eyes fell on the right side of the room, near the cage that had previously held Derpy and Spike. "There!" The Doctor pulled out his sonic screwdriver. "Opal!"

"Yes, Doctor?!" Opal asked in response.

"Do you know how to set your screwdriver to Setting 20 Apple 6?!"

"Of course! I know all of the settings! Spent a lot of time pra-"

"Set it and aim where I aim!" Opal hastily followed the Doctor's instructions. "Now!" The Doctor and Opal activated their sonics at the same time.

Discord Whooves glared at the Doctor and ordered, "Kill them-"

Before he could finish, a massive dimensional rift appeared in the wall. A loud jet sound emanated from the rift.

"STAND BACK!" the Doctor ordered to his friends.

Everypony could only watch in shock as a spaceship smashed through the rift and into the wall on the other side of the room, cleanly separating the Doctor and his friends from Discord Whooves and his soldiers. Dust, smoke, and ash filled the air as the spaceship's flight came to a sudden stop. The rift then closed as quickly as it had opened, leaving the spaceship embedded in the room.

"That...that's it!" Derpy exclaimed as she stood back up alongside the others. "That's the spaceship!"

"Yeah!" said Twilight. "The one we saw!"

At that moment, the door on the side of the spaceship of fair size opened with a loud _hiss_. The Doctor and the others watched in silence as the figure of a pony appeared in the doorway. "Glad that's over with!" exclaimed the mare in the doorway, who had an incredibly familiar voice. She proceeded to wave away the smoke and dust with her forelegs. As the dust settled, everypony was shocked to see a duplicate of Derpy standing in the doorway of the ship. However, there were a few noticeable differences. The Derpy in the spaceship looked a bit older, had a longer mane, had several scars, was dressed in what could best be described as old explorer clothes, and a simple item sat atop her head: a mailpony hat.

Clockwork slowly stepped forward. "Bright Eyes?!" he asked.

"Clockwork?!" asked Bright Eyes. She shot forward and wrapped Clockwork up in a huge hug. "Clockwork! It's really you! I've waited all these years!" She them proceeded to plant a huge kiss on his lips. The kiss ended after several odd, confusing seconds.

"Bright Eyes?! Years?! Kiss?! What?!" stammered Clockwork.

Bright Eyes then turned her attention to Colgate and hugged her tightly too. "Colgate! You're here too!"

"How?!" asked Colgate with a mixture of delight and disbelief. "So many questions...I don't know where to start!"

"I've been traveling through space for five years trying to find a way back to you!" Bright Eyes explained.

"Five years?!" Clockwork gasped.

Bright Eyes nodded. "Yeah! I ended up in the Doctor's universe!"

"Mine?!" asked the Doctor.

Bright Eyes nodded again. "Yeah! I ended up on a lonely planet! I was so alone and thought I was done for! Then I met someone who helped me and who I ended up spending the next five years traveling with!"

"And who would that be?" asked Clockwork.

Suddenly, a blast of energy shot out of the spaceship's door and smashed into the nearby wall.

"What the hay?!" gasped Twilight. Now lying on the floor was the upper half of a Cyberman. Its gun had been aimed at the Doctor.

Bright Eyes turned back to the doorway and held one of her forelegs up. "Her!" she exclaimed.

As if on cue, a young woman appeared in the doorway. She had caucasian skin and blonde hair that stretched just past her shoulders. She was dressed in a simple khaki shirt, black trousers, and black combat boots. In her hands was a big, futuristic gun.

The Doctor froze in place and all time around him seemed to stop.

Donna's jaw dropped. "No. Way," she said with disbelief.

A small smile of wonder began to appear on the Doctor's face. "That...that's not possible!"

"Doctor, what's wrong?" Twilight asked. "Who is she?"

A huge grin appeared on the Doctor's face and a giddy laugh escaped from his mouth. "She's my daughter!"

Jenny, the Doctor's daughter, cocked the gun and smiled. "Hello, Dad," she said. "Long time no see."

To be continued in the _Doctor Whooves_ Season 1 finale: _Hour of the Doctor_...

* * *

Oh mah goodness! Oh mah dayum! I am **_FINALLY_** done with this episode! 1 year and 26 days. Hopefully, the next episode won't take _nearly_ as long to write.


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